UNITED STATES 

  SUNRISE HOLDINGS LIMITED

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

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| PART I: FINANCIAL INFORMATION                                                                                                                                       |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                |   |   |
| Item 1: Financial Statements:                                                                                                                                       |   |   |
|                                                                                                                                                                |   |   |
| Consolidated Balance Sheets as of December 31, 2009 and September 30, 2009 (unaudited)                                                                              |   | 4      |
|                                                                                                                                                                |   |   |
| Consolidated Statements of Expenses for the three months ended December 31, 2009 and 2008, and from October 25, 2005 (inception) to December 31, 2009 (unaudited)   |   | 5      |
|                                                                                                                                                                |   |   |
| Consolidated Statements of Cash Flows for the three months ended December 31, 2009 and 2008, and from October 25, 2005 (inception) to December 31, 2009 (unaudited) |   | 6      |
|                                                                                                                                                                |   |   |
| Notes to the Consolidated Financial Statements (unaudited)                                                                                                          |   | 7      |
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| Item 2: Management's Discussion and Analysis or Plan of Operations                                                                                                  |   | 8      |
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| Item 3: Quantitative and Qualitative Disclosures About Market Risk                                                                                                  |   | 9      |
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| Item 4: Controls and Procedures                                                                                                                                     |   | 9      |
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| PART II: OTHER INFORMATION                                                                                                                                          |   |   |
|                                                                                                                                                                |   |   |
| Item 1: Legal Proceedings                                                                                                                                           |   | 10     |
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| Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                 |   | 10     |
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| Item 3: Defaults upon Senior Securities                                                                                                                             |   | 10     |
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| Item 4: Submission of Matters to a Vote of Security Holders                                                                                                         |   | 10     |
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| Item 5: Other Information                                                                                                                                           |   | 10     |
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| Item 6: Exhibits and Reports on Form 8-K                                                                                                                            |   | 10     |
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| Signatures                                                                                                                                                          |   | 11     |

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PART I. FINANCIAL INFORMATION

|                                                                                |   | DECEMBER 31, 2009 |     |   | SEPTEMBER 30, 2009 |   |
|-------------------------------------------------------------------------------------|--------|-------------------|----------|--------|--------------------|--------|
| ASSETS:                                                                             |   |              |     |   |               |   |
| Current assets:                                                                     |   |              |     |   |               |   |
|    Cash                                                              |   | $                 | 9,475    |   |               | $      | 12,396 |   |
|    Prepaid expenses                                                  |   |              | 1,646    |   |               |   | 2,195 |   |
|                                                                                |   |              |     |   |               |   |   |   |
|       Total current assets                            |   |              | 11,121   |   |               |   | 14,591 |   |
|                                                                                |   |              |     |   |               |   |   |   |
| TOTAL ASSETS                                                                        |   | $                 | 11,121   |   |               | $      | 14,591 |   |
|                                                                                |   |              |     |   |               |   |   |   |
|                                                                                |   |              |     |   |               |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY:                                               |   |              |     |   |               |   |   |   |
| Current liabilities:                                                                |   |              |     |   |               |   |   |   |
|    Accounts payable                                                  |   | $                 | 3,290    |   |               | $      | 1,440 |   |
|    Advances from company officers                                    |   |              | 36       |   |               |   | 18 |   |
|                                                                                |   |              |     |   |               |   |   |   |
| Total Current Liabilities                                                           |   |              | 3,326    |   |               |   | 1,458 |   |
|                                                                                |   |              |     |   |               |   |   |   |
| TOTAL LIABILITIES                                                                   |   |              | 3,326    |   |               |   | 1,458 |   |
|                                                                                |   |              |     |   |               |   |   |   |
| Stockholders' Equity:                                                               |   |              |     |   |               |   |   |   |
| Preferred Stock, $.001par value;  10,000,000 shares authorized,           |   |              |     |   |               |   |   |   |
|    10,000,000 shares issued and outstanding                          |   |              | 10,000   |   |               |   | 10,000 |   |
| Common Stock, $.001 par value; 190,000,000 shares authorized,                       |   |              |     |   |               |   |   |   |
| 6,282,273 shares issued and outstanding at December 31, 2009 and September 30, 2009 |   |              | 6,282    |   |               |   | 6,282 |   |
| Additional paid-in capital                                                          |   |              | 146,465  |   |               |   | 146,465 |   |
| Subscription receivable                                                             |   |              | -        |   |               |   | - |   |
| Deficit accumulated during the exploration stage                                    |   |              | (154,952 | )      |               |   | (149,614 | ) |
|                                                                                |   |              |     |   |               |   |   |   |
| Total Stockholders' Equity                                                          |   |              | 7,795    |   |               |   | 13,133 |   |
|                                                                                |   |              |     |   |               |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          |   | $                 | 11,121   |   |               | $      | 14,591 |   |

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4       SUNRISE HOLDINGS LIMITED  (an Exploration Stage Company)CONSOLIDATED STATEMENTS OF EXPENSESFOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008 AND THE PERIODFROM OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2009(Unaudited)                October 25, 2005      Three Months Ended    (Inception) to      December 31,    December 31,      2009    2008    2009  Expenses:                      Exploration costs  $-    $-    $37,956      General and administrative expenses    5,359      7,296      179,530  Total Operating Expenses    5,359      7,296      217,486  Net operating loss    (5,359)    (7,296)    (217,486)                          Operating Income (Expense)                        Interest income    21      11,131      64,950  Gain on extinguishment of accounts payable    -      -      5,669  Interest expense    -      -      (8,085)Total Other Income and Expense    21      11,131      62,534                            Net Income (Loss)  $(5,338)    $3,834    $(154,952)                          Net Income (Loss) per Common Share - Basic and Diluted  $(0.00)   $0.00                                    Per Share Information:                           Weighted  Average Number of Common Stock                           Shares Outstanding - Basic and Diluted    6,282,273      31,007,548            See the accompanying summary of accounting policies and notes to the financial statements. 5       SUNRISE HOLDINGS LIMITED (an Exploration Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008 AND THE PERIODFROM OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2009 (Unaudited)                October 25, 2005      For Three Months Ended    (Inception) to      December 31,    December 31,      2009    2008    2009                      Cash Flows from Operating Activities:                  Net Income (Loss)  $(5,338)   $3,834    $(154,952)Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:                               Stocks issued for services    -      -      45,831         Deprecation    -      -      3,795         Gain on extinguishment of accounts payable    -      -      (5,669)       Imputed interest on shareholder advance    -      -      2,711     (Increase) decrease in prepaid expenses    549      300      (1,646)   (Increase) in interest receivable    -      (6,752)     (33,259)   Increase (decrease) in accounts payable    1,849      3,260      8,959                            Net Cash Flows Provide by (Used by) Operations    (2,940)     642      (134,230)                          Cash Flows from Investing Activities:                            Purchase of assets    -      -      (1,795)                          Net Cash Flows Used for Investing Activities    -      -      (1,795)                          Cash Flows from Financing Activities:                           Stocks issued for cash    -      -      3,045,464     Shares Rescinded    -      (2,400,000)     (2,400,000)   Issuance of note receivable    -      -      (500,000)   Repayment for advance from company officer    -      (99)    (62,200)   Advance from company officer    18      43      62,236                             Net Cash Flows (Used in) Provided by Financing Activities    18      (2,400,056)     145,500                            Net Increase (Decrease) in Cash    (2,921)    (2,399,414)     9,475                            Cash and cash equivalents - Beginning of period    12,396      2,421,222      -                            Cash and cash equivalents - End of period  $9,475    $21,808    $9,475                            SUPPLEMENTARY INFORMATION                           Interest Paid  $-    $-    $-     Taxes Paid  $-    $-    $-  Supplemental disclosure of non cash investing and financing activities:                   Reduction of note in connection with share recission $ -   $ 500,000   $ 500,000     See the accompany summary of accounting policies and notes to the financial statements.    6      SUNRISE HOLDINGS LIMITED(an Exploration Stage Company)Notes To Consolidated Financial Statements   (Unaudited)Note 1 - Basis of PresentationThe accompanying unaudited interim consolidated financial statements of Sunrise Holdings Limited 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 2009 annualfinancial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosurerequired in Sunrise's 2009 annual financial statements have been omitted.Recently Adopted Accounting PronouncementsEffective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financialinstruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmentalentities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in theirown right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.Recently Issued Accounting StandardsIn August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should notbe considered as a factor in the measurement of liabilities within the scope of this standard. This standard was effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residualmethod for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosurerequirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essentialfunctionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. Note 2 - Going ConcernSunrise's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $154,952 and has insufficient working capitalto meet operating needs for the next twelve months as of December 31, 2009, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.Note 3 - Related Party TransactionsFor the three months ended December 31, 2009, an officer of the Company advanced $18 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.Note 4 - Interest IncomeFor the three months ended December 31, 2009 and 2008, the Company earned $21 and $11,131, respectively, in interest income from cash invested in a money market account.Note 5 - Rescission of Previous Sales of Common StockOn October 30, 2008, the Board of Directors of Sunrise authorized the termination and rescission of its previous sales of its common stock and stock purchase warrants in the aggregate amount of $3,000,000 that were sold by the Corporation to three non-us investors during January 2008. The Corporation have returned investors in the aggregateamount of $2,933,128, which includes (1): $750,000 cash to Weiquan Tian; (2) $750,000 cash to Xuding Jiao; (3) $900,000 cash and a convertible secured promissory note in the principal amount of $500,000 and its accrued interests of $33,128 from SJ Electronics, Inc. to Xuguang Sun and cancelled all the outstanding shares of common stock and stock purchase warrants previously issued to them.Note 6 - Subsequent EventsThere have been no subsequent events since December 31, 2009 through February 1, 2010. 7      Item 2. Management's Discussion and Analysis of Financial Condition or Results of OperationsForward-looking InformationThis 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 statementsby 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 ofthe forward-looking statements after the date of this report to conform such statements to actual results.The following discussion should be read along with our financial statements as of December 31, 2009, which are included in another section of this document and with our Form 10-K as of September 30, 2009 which contains a more detailed discussion of our plan. This discussion contains forward-looking statements about our expectations forour business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.GeneralThe following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarter ended December 31, 2009.Sunrise is a mining resource company that currently is working to identify and develop projects in Asia. At present, the Company doesn’t own any mining property and has no current operating income.Results of OperationsComparison of the three months ended December 31, 2009 and 2008For the three-month period ended December 31, 2009 compared to the three month period ended December 31, 2008, Sunrise had a net loss of  $5,338 compared to a net income of  $3,834, respectively. This increase was due to a decrease in interest income.There were no mining exploration costs during the three month period ended December 31, 2009 and the comparable period in 2008 because there was no exploration activity during those periods.  General and administrative expenses decreased 27% to $5,359 during the three month period ended December 31, 2009 as compared to $7,296 for the comparable period in 2008. This decrease was mainly due to a decrease in professional fees.Liquidity and Capital ResourcesAt December 31, 2009, Sunrise had current assets of $11,121, working capital surplus of $7,883, and had $2,940 of net cash used by operations during the three month period ended December 31, 2009.One current director and officer of the Company, has advanced $18 to pay for costs incurred by the Company during the quarter ended December 31, 2009.8      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 orwhether its capital will be further depleted by its operating losses. Sunrise has some discussions concerning potential business cooperation or combination with other companies but no final agreement has been reached yet. Item 3. Quantitative and Qualitative Disclosures About Market RiskThe Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures. Item 4. Controls and ProceduresEvaluation of Disclosure Controls and Procedures  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer  and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based uponthat evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange  Act") is recorded, processed, summarized  and reported within the required time periods and is accumulated and communicated to our management, includingour principal executive  officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectivesof the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respectsour financial condition, results of operations and cash flows for the periods presented.Changes in Internal Control Over Financial Reporting  In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended December 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f)and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting. 9      PART II - OTHER INFORMATIONItem 1 Legal ProceedingsN/AItem 2 Unregistered Sales of Equity Securities and Use of ProceedsN/AItem 3 Defaults Upon Senior SecuritiesN/AItem 4 Submission of Matters to a Vote of Security HoldersN/AItem 5 Other InformationN/AItem 6 ExhibitsExhibit Number, Name and/or Identification of Exhibit    31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  32.1Certification 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  32.2Certification 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 10      SIGNATURESIn 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.            February 1, 2010Sunrise Holdings Limited  By:  /s/ Xuguang Sun   Xuguang Sun, Chief Executive Officer and President 11