UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-QSB





x  QUARTERLY REPORT
UNDER SECTION 13 OR 15 (d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2008





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


EXCHANGE
ACT





Commission
File Number: 0-52518





SUNRISE
HOLDINGS LIMITED


formerly Sunrise Mining
Corporation


Exact
name of small business issuer as specified in its charter





NEVADA
            
            20-8051714(State
      or other jurisdiction of
            
            I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.





1108 West
Valley Blvd, STE 6-399


Alhambra, CA
91803


(Address
of principal executive offices)





(626)
407-2618


Issuer's
telephone number





Check
whether the registrant (1) filed all documents and reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days Yes 
x No o





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












APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes  o No o





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 81,282,273 shares as of April 24,
2008.





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








2















SUNRISE
HOLDINGS LIMITED





INDEX





PART I: FINANCIAL INFORMATIONItem 1: Financial
      Statements:Consolidated
      Balance Sheets as of March 31, 2008 and September 30, 2007
      (unaudited)
            
            4Consolidated
      Statements of Expenses for the three months and six months ended March 31,
      2008 and 2007, and from October 25, 2005 (inception) to March 31, 2008
      (unaudited)
            
            5Consolidated
      Statements of Cash Flows for the three months ended March 31, 2008 and
      2007, and from October 25, 2005 (inception) to March 31, 2008
      (unaudited)
            
            6Notes
      to the Consolidated Financial Statements (unaudited)
            
            7Item
      2: Management's Discussion and Analysis or Plan of
    Operations
            
            8Item
      3: Controls and Procedures
            
            9PART II: OTHER INFORMATIONItem 1: Legal Proceedings
            
            10Item 2: Unregistered Sales of Equity
      Securities and Use of Proceeds
            
            10Item 3: Defaults upon Senior
      Securities
            
            10Item 4: Submission of Matters to a Vote of
      Security Holders
            
            10Item 5: Other Information
            
            10Item 6: Exhibits and Reports on Form
      8-K
            
            10Signatures
            
            11









3



















PART
I. FINANCIAL INFORMATION





ITEM
1. UNAUDITED FINANCIAL STATEMENTS




SUNRISE
HOLDINGS LIMITED


(formerly
Sunrise Mining Corporation)


(An
Exploration Stage Company)


CONSOLIDATED
BALANCE SHEETs


AS OF MARCH 31, 2008 AND SEPTEMBER 30,
2007


(Unaudited)






MARCH
      31,2008
            
            
            SEPTEMBER
      30,2007ASSETS:Current
      assets:Cash
            
            $
            2,923,036
            
            
            $
            -Prepaid
      expenses
            
            
            1,200
            
            
            
            -Total
      current assets
            
            
            2,924,236
            
            
            
            -Other
      assets:Intangible
      assets
            
            
            1,898
            
            
            
            3,795TOTAL
      ASSETS
            
            $
            2,926,134
            
            
            $
            3,795LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT):Current
      liabilities:Accounts
      payable
            
            $
            30,294
            
            
            $
            36,607Advances
      from company officers
            
            
            401
            
            
            
            60,728Total
      Current Liabilities
            
            
            30,695
            
            
            
            97,335Stockholders'
      Equity (Deficit):Preferred
      Stock, $.001 par value;  10,000,000 shares
      authorized,10,000,000
      shares issued and outstanding
            
            
            10,000
            
            
            
            10,000Common
      Stock, $.001 par value; 190,000,000 shares authorized,81,185,090
      and 5,785,090  shares issued and outstanding at March 31, 2008
      and September 30, 2007, respectively
            
            
            81,185
            
            
            
            5,785Additional
      paid-in capital
            
            
            2,996,990
            
            
            
            29,679Deficit
      accumulated during the exploration stage
            
            
            (192,736
            )
            
            
            (139,004
            )Total
      Stockholders' Equity (Deficit)
            
            
            2,895,439
            
            
            
            (93,540
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            2,926,134
            
            
            $
            3,795








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






4












SUNRISE
HOLDINGS LIMITED


(formerly
Sunrise Mining Corporation)


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF EXPENSES


FOR
THE THREE AND SIX MONTHS ENDED MARCH 31, 2008 AND 2007 AND THE
PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH MARCH 31, 2008


(Unaudited)







October
      25, 2005Three
      Months Ended
            
            
            Six
      Months Ended
            
            
            (Inception)
      toMarch
      31,
            
            
            March
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            2008Expenses:Exploration
      costs
            
            
            -
            
            
            
            8,862
            
            
            
            -
            
            
            
            19,407
            
            
            
            37,956General
      and administrative expenses
            
            
            7,048
            
            
            
            18,973
            
            
            
            56,184
            
            
            
            25,097
            
            
            
            157,232Total
      Operating Expenses
            
            
            7,048
            
            
            
            27,835
            
            
            
            56,184
            
            
            
            44,504
            
            
            
            195,188Net
      operating loss
            
            
            (7,048
            )
            
            
            (27,835
            )
            
            
            (56,184
            )
            
            
            (44,504
            )
            
            
            (195,188
            )Operating
      Income (Expense)Interest
      income
            
            
            8,873
            
            
            
            -
            
            
            
            10,536
            
            
            
            -
            
            
            
            10,536Interest
      expense
            
            
            (2,236
            )
            
            
            -
            
            
            
            (8,084
            )
            
            
            -
            
            
            
            (8,084
            )Total
      Other Income (Expense)
            
            
            6,637
            
            
            
            -
            
            
            
            2,452
            
            
            
            -
            
            
            
            2,452Net
      Loss
            
            $
            (411
            )
            
            $
            (27,835
            )
            
            $
            (53,732
            )
            
            $
            (44,504
            )
            
            $
            (192,736
            )Net
      Loss per Common Share - Basic and Diluted
            
            $
            (0.00
            )
            
            $
            (0.28
            )
            
            $
            (0.00
            )
            
            $
            (0.45
            )Per
      Share Information:Weighted Average
      Number of Common StockShares
      Outstanding - Basic and Diluted
            
            
            78,412,563
            
            
            
            100,000
            
            
            
            42,126,074
            
            
            
            100,000








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







5














SUNRISE
HOLDINGS LIMITED


(formerly
Sunrise Mining Corporation)


(An
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED MARCH 31, 2008 AND 2007 AND THE PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH MARCH 31, 2008


(Unaudited)






October
      25, 2005For
      Six Months Ended
            
            
            (Inception)
      toMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008Cash
      Flows from Operating Activities:Net
      Loss
            
            $
            (53,732
            )
            
            $
            (44,504
            )
            
            $
            (192,736
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stocks
      issued for services
            
            
            40,000
            
            
            
            -
            
            
            
            40,000Deprecation
            
            
            1,897
            
            
            
            -
            
            
            
            1,897Imputed
      interest on shareholder advance
            
            
            2,711
            
            
            
            
            
            
            
            2,711(Increase)
      in prepaid expenses
            
            
            (1,200
            )
            
            
            -
            
            
            
            (1,200
            )Increase
      (decrease) in accounts payable
            
            
            (6,313
            )
            
            
            11,500
            
            
            
            30,294Net
      Cash Flows Used by Operations
            
            
            (16,637
            )
            
            
            (33,004
            )
            
            
            (119,034
            )Cash
      Flows from Investing Activities:Purchase
      of assets
            
            
            -
            
            
            
            -
            
            
            
            (3,795
            )Net
      Cash Flows Used for Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            (3,795
            )Cash
      Flows from Financing Activities:Stocks
      issued for cash
            
            
            3,000,000
            
            
            
            -
            
            
            
            3,045,464Repayment
      for advance from company officer
            
            
            (62,101
            )
            
            
            -
            
            
            
            (62,101
            )Advance
      from company officer
            
            
            1,774
            
            
            
            33,004
            
            
            
            62,502Net
      Cash Flows Provided by Financing Activities
            
            
            2,939,673
            
            
            
            33,004
            
            
            
            3,045,865Net
      Increase in Cash
            
            
            2,923,036
            
            
            
            -
            
            
            
            2,923,036Cash
      and cash equivalents - Beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents - End of period
            
            $
            2,923,036
            
            
            $
            -
            
            
            $
            2,923,036SUPPLEMENTARY
      INFORMATIONInterest
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -








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







6














SUNRISE
HOLDINGS LIMITED


(formerly
Sunrise Mining Corporation)


(An Exploration Stage Company)


Notes
To Consolidated Financial Statements


(Unaudited)




Note 1 - Basis of
Presentation




The
accompanying unaudited interim consolidated financial statements of Sunrise
Holdings Limited (formerly Sunrise Mining Corporation) have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with Sunrise's audited 2007 annual financial statements and
notes thereto filed with the SEC on form 10-KSB. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the result of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements, which would substantially
duplicate the disclosure required in Sunrise's 2007 annual financial statements
have been omitted.




Note
2 - Share Capital




During
the quarter ended March 31, 2008, the Company completed a private placement of
its Common Stock. The offering was done for a total of 75,000,000 units at a
price of $0.04 per unit for total proceeds of $3,000,000. Each unit is comprised
of one share of the Company's Common Stock and one share purchase warrant. Each
whole share purchase warrant entitles the holder to purchase one additional
share of the Company's Common Stock at a price of $0.10 per share for a period
of three years from the date of issuance. The relative fair value of the common
stock was $1,928,618 and the relative fair value of the warrants was $1,071,382.
No underwriters were used in connection with this private placement and no
commissions were incurred in connection with this private
placement.




The fair
value of the stock was estimated using current market rates and the fair value
of the warrants granted with the private placement was computed using the
Black-Scholes option-pricing model. Variables used in the option-pricing model
include (1) risk free rate at the date of grant (2.69%), (2) expected warrant
life of 3 years, (3) expected volatility of 183.33%, and (4) zero expected
dividends.




Included
among the purchasers in the now closed transaction was Xuguang Sun, the Chief
Executive Officer and President of the Company, who individually invested
$1,500,000; the other $1,500,000 was from two accredited investors who are
non-affiliates of the Company.




This
private placement was completed pursuant to the provisions of Regulation S
promulgated under the Securities Act of 1933. The Company did not engage in a
distribution of this offering in the United States. All three investors were not
U.S. Persons (as that term is defined in Regulation S under the Securities Act
of 1933), and the shares were issued in an offshore transaction relying on
Regulation S and/or Section 4(2) of the Securities Act of 1933.




Note
3 - Related Party Transactions




During
the quarter ended March 31, 2008, the Company completed a private placement of
its Common Stock. The offering was done for a total of 75,000,000 units at a
price of $0.04 per unit for total proceeds of $3,000,000. Each unit is comprised
of one share of the Company's Common Stock and one share purchase warrant. Each
whole share purchase warrant entitles the holder to purchase one additional
share of the Company's Common Stock at a price of $0.10 per share for a period
of three years from the date of issuance. Xuguang Sun, the Chief Executive
Officer and President of the Company, who individually invested $1,500,000 in
the transaction.




As of
March 31, 2008, the Company paid Mr. Xuguang Sun and Mr. Shaojun Sun, directors
and officers of the Company, $53,440 for advances previously made to the Company
by them for the spin-off of Sunrise Mining Corporation by Magnum and other costs
incurred by the Company and its wholly owned subsidiary Oriental Magnum Inc.
These advances were unsecured, non-interest bearing and have no fixed terms of
repayment. Imputed interest at a rate of 8% in the amount of $2,711 was recorded
as an addition to additional paid in capital.




As of
March 31, 2008, an officer of the Company advanced $401 to the
Company.  These advances are unsecured, non-interest bearing and have
no fixed terms of repayment.




On
February 19, 2008, Sunrise paid Xuguang Sun, the Chief Executive Officer of the
Company, the principal amount of $200,000 for the convertible note payable and
the accrued interest with an amount of $5,374.




Note
4 - Formation of New Subsidiary in British Virgin Island




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




Note 5 -
Convertible Note Payable to Related Party


On
October 22, 2007 Sunrise Mining Corporation entered into a purchase agreement
with Xuguang Sun, Chief Executive Officer and President of the Company, for
the placement of an aggregate of $200,000 in principal amount of a Convertible
Promissory Note. The Convertible Promissory Note accrues interest at a rate
of 8% per annum and it is payable upon demand or upon the conversion
of this Note as provided therein. The principal amount and accrued interest of
this Note may be converted into the Common Stock of the Company at any time at
the option of the holder of this Note, upon written notice to the Company, at
the rate of $0.10 (U.S.) per share, subject to adjustment in the event of
stock-splits, stock dividends, reorganizations, or other similar events to
prevent dilution. Upon conversion, any fractional shares otherwise issuable upon
conversion shall be paid in cash by the Company.  The Common Stock
issuable upon conversion shall be entitled to piggy-back registration rights in
the event that the Company files a registration statement under the Securities
Act of 1933. The Company evaluated the conversion feature related to this note
and determined no benefit related to the conversion feature.
 
 On
February 19, 2008, Sunrise paid the note holder, the principal amount of
$200,000 for the convertible note payable and $5,374 for accrued
interest.




Note
6 - Subsequent Events




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




On April
3, 2008, Sunrise issued an aggregate of 97,183 shares of its common
stock to a consultant in Mongolia to pay for his consulting services
rendered in previous years valued at $11,500.










7















Item
2. Management's Discussion and Analysis of Financial Condition or Results of
Operations





Forward-looking
Information





This
quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.





General





The
following discussion and analysis summarizes the results of operations of
Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarterly ended
March 31, 2008.





Sunrise
is holding company that currently has two subsidiaries; one subsidiary named
"Oriental Magnum Inc." that holds one property in Mongolia, and another
subsidiary named "eFuture International Limited". Currently, Sunrise is talking
to couple parties on a possible joint-venture program in its Khul Morit property
and negotiating with another party on an investment project.  At present,
The Company’s property is not in production and it has not started any new
project, consequently, it has no current operating income.





Overview





Sunrise
owns a 100% ownership interest in a prospective copper/gold mining property
called the Khul Morit property (Exploration License No. 6283x) located in south
central Mongolia that consists of approximately 494 hectares.





Political
Environment





In April
2006, there were mass protests against the Mongolian government's granting of
mineral concessions to North American firms, and the Mongolian government has
amended its mining laws. The political situation in Mongolia had once
deteriorated to the point that management believed that it would be better for
us to hold onto our mining investments until everything was clear. The political
environment in Mongolia has improved recently, and management of Sunrise is
considering whether or not to proceed with its exploration program on the Khul
Morit property.





"Windfall profits"
tax





The
Mongolian government, on May 12, 2006, imposed what it is called a "windfall
profits" tax on mining carried out in that country. The law constitutes a 68%
tax on profits from mineral sales when copper and gold price are above US $1.18
per pound and US $500 per ounce, respectively. The new tax has caused
significant investor concerns and is inhibiting investment in Mongolia's mining
industry.





Given the
recent political and mining law changes in Mongolia, we presently believe it
would be in our best interests to ensure our investments in Mongolia are secure
before a further exploration program can be carried on.





Any
additional evaluation test drilling at the Kohl Morit property will require
substantial capital expenditures to determine the scope of its copper reserves
and to evaluate its commercial viability. Sunrise does not have the necessary
capital to conduct additional test drilling to fully evaluate this mining
property at this time. Management plans to raise funds from investors who are
interested in our property to proceed with next phase exploration program;
however, there is no assurance that investment funds will be made available to
Sunrise.  Also, management is seeking for a third party on a possible
joint-venture exploration program on its KM property, a western mining
company just visted our property this week after they evaluated
our previous drilling data, but no agreement has been reached yet.




Going
forward, Sunrise will focus on to develop some profitable projects that would
generate operating incomes through its subsidiary "eFuture International
Limited".






8











Results
of Operations





Comparison
of the three months ended March 31, 2008 and 2007





For the
three month period ended March 31, 2008 compared to the three month period ended
March 31, 2007, Sunrise had a net loss of $411 and $27,835, respectively, a
decrease of approximately 98.52%. This decrease was mainly due to a decrease in
professional fees.





Mining
exploration costs were $0 during the three month period ended March 31, 2008, as
compared to $8,862 in the comparable period in 2007 because there was no
exploration activity going on for the quarter ended March 31, 2008.





General
and administrative expenses decreased 62.86% to $7,047 during the three month
period ended March 31, 2008 as compared to $18,973 for the comparable period in
2007. This decrease was mainly due to a decrease in professional
fees.





Comparison
of the six months ended March 31, 2008 and 2007





For the
six month period ended March 31, 2008 compared to the six month period ended
March 31, 2007, Sunrise had a net loss of $53,732 and $44,504, respectively, an
increase of approximately 20.74%. This increase was mainly due to an increase in
professional fees and stock-based compensation.





Mining
exploration costs were $0 during the six month period ended March 31, 2008, as
compared to $19,407 in the comparable period in 2007 because there was no
exploration activity going on for the six months ended March 31, 2008.





General
and administrative expenses increased 123.87% to $56,184 during the six month
period ended March 31, 2008 as compared to $25,097 for the comparable period in
2007. This increase was mainly due to an increase in professional fees and
stock-based compensation.





Liquidity
and Capital Resources





At March
31, 2008, Sunrise had current assets of $2,924,236, working capital surplus of
$2,893,541, and had $16,637 of net cash used by operations during the six month
period ended March 31, 2008.





One
current director and officer of the Company, has advanced $401 to pay for costs
incurred by the Company during the quarter ended March 31, 2008.





On
February 19, 2008, Sunrise paid the note holder, the principal amount of
$200,000 for the convertible note payable and $5,374 for accrued
interest.





Management
is currently looking for more capital to complete our corporate objectives. In
addition, we may engage in joint activities with other companies. Sunrise cannot
predict the extent to which its liquidity and capital resources will be
diminished prior to the consummation of a business acquisition or whether its
capital will be further depleted by its operating losses. Sunrise has some
discussions concerning potential business cooperation with other companies but
no final agreement has been reached yet.





Item
3. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





The
Company's Chief Executive Officer and Chief Financial Officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended) as of March 31, 2008, have concluded that, as of March 31,
2008 (the "Evaluation Date"), the Company's disclosure controls and procedures
were effective to ensure the timely collection, evaluation, and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated under that Act.





Changes
in Internal Control Over Financial Reporting





There were no changes in our internal control
over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.







9















PART
II - OTHER INFORMATION





Item
1 Legal Proceedings





N/A





Item
2 Unregistered Sales of Equity Securities and Use of Proceeds





During
the quarter ended March 31, 2008, the Company completed a private placement of
its Common Stock. The offering was done for a total of 75,000,000 units at a
price of $0.04 per unit for total proceeds of $3,000,000. Each unit is comprised
of one share of the Company's Common Stock and one share purchase warrant. Each
whole share purchase warrant entitles the holder to purchase one additional
share of the Company's Common Stock at a price of $0.10 per share for a period
of three years from the date of issuance. Included among the purchasers in the
now closed transaction was Xuguang Sun, the Chief Executive Officer and
President of the Company, who individually invested $1,500,000; the other
$1,500,000 was from two accredited investors who are non-affiliates of the
Company. No underwriters were used in connection with this private placement and
no commissions were incurred in connection with this private
placement.





Payment
on Convertible Promissory Note - Related party





On
February 19, 2008, Sunrise paid Xuguang Sun, the Chief Executive Officer of the
Company, the principal amount of $200,000 for the convertible note payable and
accrued interest with an amount of $5,374.





Item
3 Defaults Upon Senior Securities





N/A





Item
4 Submission of Matters to a Vote of Security Holders





N/A





Item
5 Other Information





On
February 5, 2008, Sunrise incorporated a new subsidiary named "eFuture
International Limited" in British Virgin Island.  The Company intends
to do business through this new subsidiary.





On March
27, 2008, Sunrise amended its articles of incorporation to change its name from
"Sunrise Mining Corporation" to "Sunrise Holdings Limited" because the
operations of the Company will be more diversified and expanded in the future
and therefore a new corporate name is appropriate. The name change was effective
on April 1, 2008.





Item
6 Exhibits





Exhibit
Number, Name and/or Identification of Exhibit





31.1
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002





31.2
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002





32.1
            Certification
      of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





32.2
            Certification
      of the Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002






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SIGNATURES





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







April 25,
      2008
            Sunrise
      Holdings LimitedBy:
            /s/
      Xuguang SunXuguang
      Sun, Chief Executive Officer and
President










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