UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 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 July 31,
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 June 30, 2008 and September 30, 2007
      (unaudited)
            
            4Consolidated
      Statements of Expenses for the three months and nine months ended June 30,
      2008 and 2007, and from October 25, 2005 (inception) to June 30, 2008
      (unaudited)
            
            5Consolidated
      Statements of Cash Flows for the nine months ended June 30, 2008 and 2007,
      and from October 25, 2005 (inception) to June 30, 2008
      (unaudited)
            
            6Notes
      to the Consolidated Financial Statements (unaudited)
            
            7Item
      2: Management's Discussion and Analysis or Plan of
    Operations
            
            9Item
      3: Controls and Procedures
            
            10PART II: OTHER INFORMATIONItem 1: Legal Proceedings
            
            11Item 2: Unregistered Sales of Equity
      Securities and Use of Proceeds
            
            11Item 3: Defaults upon Senior
      Securities
            
            11Item 4: Submission of Matters to a Vote of
      Security Holders
            
            11Item 5: Other Information
            
            11Item 6: Exhibits and Reports on Form
      8-K
            
            11Signatures
            
            12








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 JUNE 30, 2008 AND SEPTEMBER 30,
2007


(Unaudited)




June
      30,2008
            
            
            September
      30,2007ASSETS:Current
      assets:Cash
            
            $
            2,411,122
            
            
            $
            -Prepaid
      expenses
            
            
            1,200
            
            
            
            -Note
      receivable
            
            
            500,000Total
      current assets
            
            
            2,912,322
            
            
            
            -Intangible
      assets
            
            
            949
            
            
            
            3,795Interest
      receivable
            
            
            6,710
            
            
            
            -TOTAL
      ASSETS
            
            $
            2,919,981
            
            
            $
            3,795LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT):Current
      liabilities:Accounts
      payable
            
            $
            8,964
            
            
            $
            36,607Advances
      from company officers
            
            
            788
            
            
            
            60,728Total
      Current Liabilities
            
            
            9,752
            
            
            
            97,335Stockholders'
      Equity (Deficit):Preferred
      Stock, $.001par 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,81,282,273
      and 5,785,090 shares issued and outstanding at June 30, 2008 and September
      30, 2007, respectively
            
            
            81,282
            
            
            
            5,785Additional
      paid-in capital
            
            
            3,002,724
            
            
            
            29,679Deficit
      accumulated during the exploration stage
            
            
            (183,777
            )
            
            
            (139,004
            )Total
      Stockholders' Equity (Deficit)
            
            
            2,910,229
            
            
            
            (93,540
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            2,919,981
            
            
            $
            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 NINE MONTHS ENDED JUNE 30, 2008 AND 2007 AND THE
PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2008


(Unaudited)





October
      25, 2005Three
      Months Ended
            
            
            Nine
      Months Ended
            
            
            (Inception)
      toJune
      30,
            
            
            June
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            2008Expenses:Exploration
      costs
            
            
            -
            
            
            
            
            
            
            -
            
            
            
            19,407
            
            
            
            37,956General
      and administrative expenses
            
            
            5,185
            
            
            
            24,764
            
            
            
            61,367
            
            
            
            49,860
            
            
            
            162,415Total
      Operating Expenses
            
            
            5,185
            
            
            
            24,764
            
            
            
            61,367
            
            
            
            69,267
            
            
            
            200,371Net
      operating loss
            
            
            (5,185
            )
            
            
            (24,764
            )
            
            
            (61,3697
            )
            
            
            (69,267
            )
            
            
            (200,371
            )Operating
      Income (Expense)Interest
      income
            
            
            8,474
            
            
            
            -
            
            
            
            19,010
            
            
            
            -
            
            
            
            19,010Gain
      on extinguishment of accounts payable
            
            
            5,669
            
            
            
            -
            
            
            
            5,669
            
            
            
            -
            
            
            
            5,669Interest
      expense
            
            
            -
            
            
            
            -
            
            
            
            (8,085
            )
            
            
            -
            
            
            
            (8,085
            )Total
      Other Income and Expense
            
            
            14,143
            
            
            
            -
            
            
            
            16,594
            
            
            
            -
            
            
            
            16,594Net
      Income (Loss)
            
            $
            8,958
            
            
            $
            (24,764
            )
            
            $
            (44,773
            )
            
            $
            (69,267
            )
            
            $
            (183,777
            )Net
      Income (Loss) per Common Share - Basic and Diluted
            
            $
            0.00
            
            
            $
            (0.25
            )
            
            $
            (0.00
            )
            
            $
            (0.69
            )Per
      Share Information:Weighted  Average
      Number of Common StockShares
      Outstanding - Basic and Diluted
            
            
            81,280,113
            
            
            
            100,000
            
            
            
            81,280,113
            
            
            
            100,000








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







5












SUNRISE
HOLDINGS LIMITED


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(formerly
Sunrise Mining Corporation)


(an
Exploration Stage Company)


FOR
THE NINE MONTHS ENDED JUNE 30, 2008 AND 2007 AND THE PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2008


(Unaudited)





October
      25, 2005For
      Nine Months Ended
            
            
            (Inception)
      toJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008Cash
      Flows from Operating Activities:Net
      Loss
            
            $
            (44,773
            )
            
            $
            (44,504
            )
            
            $
            (183,777
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stocks issued for
      services
            
            
            40,000
            
            
            
            -
            
            
            
            40,000Deprecation
            
            
            2,846
            
            
            
            -
            
            
            
            2,846Gain
      on extinguishment of accounts payable
            
            
            5,669
            
            
            
            -
            
            
            
            5,669Imputed
      interest on shareholder advance
            
            
            2,711
            
            
            
            
            
            
            
            2,711(Increase)
      in prepaid expenses
            
            
            (1,200
            )
            
            
            -
            
            
            
            (1,200
            )Increase
      (decrease) in accounts payable
            
            
            (27,481
            )
            
            
            11,500
            
            
            
            9,126Net
      Cash Flows Used by Operations
            
            
            (22,228
            )
            
            
            (33,004
            )
            
            
            (124,625
            )Cash
      Flows from Investing Activities:Purchase
      of assets
            
            
            -
            
            
            
            -
            
            
            
            (3,795
            )Purchase
      of senior security note
            
            
            (500,000
            )
            
            
            
            
            
            
            (500,000
            )Interest
      receivable
            
            
            (6,710
            )
            
            
            
            
            
            
            (6,710
            )Net
      Cash Flows Used for Investing Activities
            
            
            (506,710
            )
            
            
            -
            
            
            
            (510,505
            )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
            
            
            2,161
            
            
            
            33,004
            
            
            
            62,889Net
      Cash Flows Provided by Financing Activities
            
            
            2,940,060
            
            
            
            33,004
            
            
            
            3,046,252Net
      Increase in Cash
            
            
            2,411,122
            
            
            
            -
            
            
            
            2,411,122Cash
      and cash equivalents - Beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents - End of period
            
            $
            2,411,122
            
            
            $
            -
            
            
            $
            2,411,122SUPPLEMENTARY
      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.





During
the nine months ended June 30, 2008, the Company issued 97,183 shares of its
restricted common stocks valued at $11,500 to pay for services rendered by a
consultant in Mongolia during previous years. These shares were valued at the
closing price on the date of issuance.





Note
3 - Related Party Transactions





During
the nine months ended June 30, 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
June 30, 2008, the Company paid Mr. Xuguang Sun and Mr. Shaojun Sun, directors
and officers of the Company, $62,101 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
June 30, 2008, an officer of the Company advanced $788 to the
Company.  These advances are unsecured, non-interest bearing and have
no fixed terms of repayment.





Note
4 – 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
5 - Change of Company Name





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.





Note
6 - 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
7 - Termination of Khul Morit Property





Sunrise
has decided to abandon and terminate its mining rights in its Khul Morit
undeveloped mining properties (Mongolia license number 6283) located in
Mongolia. A western mining company that the Company had been
talking to decided not to proceed with a joint-venture project with
us regarding the Khul Morit property after they reviewed our
previously exploration data and visited the Khul Morit property in
April 2008. Also, after further evaluation of available exploration testing
results, the Company has determined that the substantial costs of additional
exploratory drilling and geological testing and evaluation would not be
desirable for the Company.








7









Note
8 - Purchase of 15% secured convertible note from SJ Electronics.





Effective
May 30, 2008, eFuture International Limited, a wholly owned subsidiary of the
Company, executed a purchase agreement and purchased a convertible secured
promissory note in the principal amount of $500,000 (U.S.) from SJ Electronics,
Inc., whose primary business activities are the manufacture of electronic cable
products and assembling on wire harnesses by its five subsidiaries in the
People's Republic of China and sales of those products to oversea
markets.   The promissory note is due May 29, 2009, and is
convertible into the common stock, $.001 par value per share, of SJ Electronics,
Inc. (OTC-BB symbol SJEL) at the option of the Company at $1.30 per
share.





The Note
pays 15% interest (accruing monthly) at maturity, and is convertible into shares
of the common stock, par value $.001 per share of SJ Electronics, Inc. at a
conversion price equal to $1.30 per share (the “Conversion
Price”).  In the event of a conversion, accrued interest shall be
automatically converted into common stock.  In addition, SJ
Electronics, Inc. has the right to prepay the entire outstanding principal due
under the Note upon certain conditions, if no event of default has occurred or
is continuing.





The
Conversion Price is subject to adjustment for certain events, including
dividends, distributions or splits of common stock, or in the event of a
consolidation, merger or reorganization.  In addition, the Conversion
Price is also subject to adjustment in the event that the pre-tax net income
(the “Actual Income”) for the year ending December 31, 2008, shall be less than
$10,000,000 (the “2008 Projected Income”).  In such event, the
Conversion Price shall be reduced, if applicable, by a pro-rata percentage equal
to the percentage of the shortfall in the actual income from the 2008 Projected
Income; provided, that such adjustment shall not reduce the Conversion Price to
a price lower than $0.65 per share.





SJ
Electronics, Inc.’s obligations under the Purchase Agreement and the Note are
secured by certain accounts receivable of SJ Electronics, Inc., and by a
guaranty of Yu-Ping Agatha Shen, its Chairman, and the pledge of 10,000,000
shares of Common Stock owned by Ms. Shen, pursuant to a Pledge and Security
Agreement, dated May 15, 2008.  In addition, SJ Electronics, Inc.
entered into a Lockbox Agreement which provides that it shall direct its account
debtors to pay funds owed to it to an account maintained for the ratable benefit
of the investors, which funds shall be withdrawn from this account as set forth
therein.





Under the
purchase agreement, SJ Electronics, Inc. is obligated to file a registration
statement (the “Registration Statement”) with the U.S. Securities and Exchange
Commission to register the resale of the common stock issuable upon conversion
of the Note.  SJ Electronics, Inc. is obligated to use its best
efforts to cause the Registration Statement to be filed no later than 45 days
after the closing date and to insure that the Registration Statement remains in
effect until all of the shares of common stock issuable upon conversion of the
Note have been sold.  In the event of a default of SJ Electronics,
Inc.’s registration obligations under the purchase agreement, including its
agreement to file the Registration Statement with the Commission no later than
45 days after the closing date, or if the Registration Statement is not declared
effective within 180 days after the closing date, it is required to pay to the
Company, as partial liquidated damages, for each month that the registration
statement has not been filed or declared effective, as the case may be, a cash
amount equal to 1% of the liquidated value of the Note, not to exceed an
aggregate of 10% of the principal amount of the Note at the time
outstanding.











8













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





Forward-looking
Information





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





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





The
following discussion should be read along with our financial statements as of
June 30, 2008, which are included in another section of this document and with
our Form 10-KSB as of September 30, 2007 which contains a more detailed
discussion of our plan. This discussion contains forward-looking statements
about our expectations for our business and financial needs. These expectations
are subject to a variety of uncertainties and risks that may cause actual
results to vary significantly from our expectations. The cautionary statements
made in our Report on Form 10-KSB should be read as applying to all
forward-looking statements in any part of this report.





General





The
following discussion and analysis summarizes the results of operations of
Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarterly ended
June 30, 2008.





Sunrise
is holding company that currently has one subsidiary named “eFuture
International Limited”. Currently, Sunrise is working on to identify and develop
some projects in China.  At present, the Company has no current operating
income.





Results
of Operations





Comparison
of the three months ended June 30, 2008 and 2007





For the
three month period ended June 30, 2008 compared to the three month period ended
June 30, 2007, Sunrise had a net income of $8,958 compared to a net los
of  $24,764, respectively. This decrease was mainly due to a decrease
in professional fees.





No mining
exploration cost during the three month period ended June 30, 2008 and the
comparable period in 2007 because there was no exploration activity going on
during those periods.





General
and administrative expenses decreased 79.06% to $5,185 during the three month
period ended June 30, 2008 as compared to $24,764 for the comparable period in
2007. This decrease was mainly due to a decrease in professional
fees.





Comparison
of the nine months ended June 30, 2008 and 2007





For the
nine month period ended June 30, 2008 compared to the nine month period ended
June 30, 2007, Sunrise had a net loss of $44,773 and $69,267, respectively, a
decrease of approximately 35.40%. This decrease was mainly due to a no
exploration cost was incurred during the nine month period ended June 30,
2008.








9








Mining
exploration costs were $0 during the nine month period ended June 30, 2008, as
compared to $19,407 in the comparable period in 2007 because there was no
exploration activity going on for the nine months ended June 30, 2008.





General
and administrative expenses increased 23.08% to $61,367 during the nine month
period ended June 30, 2008 as compared to $49,860 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 June
30, 2008, Sunrise had current assets of $2,912,322, working capital surplus of
$2,902,570, and had $22,228 of net cash used by operations during the nine month
period ended June 30, 2008.





One
current director and officer of the Company, has advanced $788 to pay for costs
incurred by the Company during the quarter ended June 30, 2008.





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





Item
3. Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.




Item
4. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





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 June 30, 2008, have concluded that, as of June 30, 2008
(the "Evaluation Date"), the Company's disclosure controls and procedures were
not 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.







10














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 June 30, 2008, the Company issued 97,183 shares of its
restricted common stocks valued at $11,500 to pay for services rendered by a
consultant in Mongolia during previous years. These shares were issued according
to the average price of $0.118333 per share.





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





N/A





Item
6 Exhibits





Exhibit
Number, Name and/or Identification of Exhibit





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





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





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





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







11
















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.







August
      1, 2008
            Sunrise
      Holdings LimitedBy:
            /s/
      Xuguang SunXuguang
      Sun, Chief Executive Officer and
President










12