UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q



xQUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March
31, 2014



oTRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE

EXCHANGE ACT



Commission File Number: 0-52518



SUNRISE HOLDINGS LIMITED

Exact name of small business issuer as
specified in its charter





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



1108 W. Valley Blvd, STE 6-399

Alhambra, CA 91803 United States

(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 YesxNoo



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large
accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):



Large accelerated filer |_|                                Accelerated
filer |_|



Non-accelerated filer |_|                        
   Smaller reporting company |X|



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesxNoo



























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. YesoNoo



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: 6,882,273 shares as of April 25, 2014.



Transitional
Small Business Disclosure Format (Check one): YesoNox



2























SUNRISE HOLDINGS LIMITED



INDEX



|PART I: FINANCIAL INFORMATION                                                                                                                          |  |   
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|                                                                                                                                                       |  |   
|Item 1: Financial Statements:                                                                                                                          |  |   
|                                                                                                                                                       |  |   
|Balance Sheets as of March 31, 2014 and September 30, 2013 (unaudited)                                                                                 |  | 4 
|                                                                                                                                                       |  |   
|Statements of Expenses for the three and six months ended March 31, 2014 and 2013, and from October 25, 2005 (inception) to March 31, 2014 (unaudited) |  | 5 
|                                                                                                                                                       |  |   
|Statements of Cash Flows for the six months ended March 31, 2014 and 2013, and from October 25, 2005 (inception) to March 31, 2014 (unaudited)         |  | 6 
|                                                                                                                                                       |  |   
|Notes to the Financial Statements (unaudited)                                                                                                          |  | 7 
|                                                                                                                                                       |  |   
|Item 2: Management's Discussion and Analysis or Plan of Operations                                                                                     |  | 8 
|                                                                                                                                                       |  |   
|Item 3: Quantitative and Qualitative Disclosures About Market Risk                                                                                     |  | 9 
|                                                                                                                                                       |  |   
|Item 4: Controls and Procedures                                                                                                                        |  | 9 
|                                                                                                                                                       |  |   
|PART II: OTHER INFORMATION                                                                                                                             |  |   
|                                                                                                                                                       |  |   
|Item 1: Legal Proceedings                                                                                                                              |  | 10
|                                                                                                                                                       |  |   
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                                                                                    |  | 10
|                                                                                                                                                       |  |   
|Item 3: Defaults upon Senior Securities                                                                                                                |  | 10
|                                                                                                                                                       |  |   
|Item 4: Removed and Reserved                                                                                                                           |  | 10
|                                                                                                                                                       |  |   
|Item 5: Other Information                                                                                                                              |  | 10
|                                                                                                                                                       |  |   
|Item 6: Exhibits and Reports on Form 8-K                                                                                                               |  | 10
|                                                                                                                                                       |  |   
|Signatures                                                                                                                                             |  | 11





3













|
|





PART I. FINANCIAL INFORMATION



ITEM 1. UNAUDITED FINANCIAL STATEMENTS



SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

BALANCE SHEETS

AS OF MARCH 31, 2014 AND SEPTEMBER
30, 2013

(Unaudited)



|                                                                                               |  | March 31, 2014 |          |   | September 30, 2013 |  
|---------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ------------------ | -
|ASSETS:                                                                                        |  |                |          |   |                    |  
|Current assets:                                                                                |  |                |          |   |                    |  
|Cash                                                                                           |  | $              | 596      |   |                    | $
|                                                                                               |  |                |          |   |                    |  
|Total current assets                                                                           |  |                | 596      |   |                    |  
|                                                                                               |  |                |          |   |                    |  
|TOTAL ASSETS                                                                                   |  | $              | 596      |   |                    | $
|                                                                                               |  |                |          |   |                    |  
|                                                                                               |  |                |          |   |                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY:                                                          |  |                |          |   |                    |  
|Current liabilities:                                                                           |  |                |          |   |                    |  
|Accounts payable                                                                               |  | $              | 343      |   |                    | $
|Advances from company officers                                                                 |  |                | 40,836   |   |                    |  
|                                                                                               |  |                |          |   |                    |  
|Total Current Liabilities                                                                      |  |                | 41,179   |   |                    |  
|                                                                                               |  |                |          |   |                    |  
|TOTAL LIABILITIES                                                                              |  |                | 41,179   |   |                    |  
|                                                                                               |  |                |          |   |                    |  
|Stockholders' Equity (Deficit):                                                                |  |                |          |   |                    |  
|Preferred Stock, $.001par value; 10,000,000 shares authorized,                                 |  |                |          |   |                   
|10,000,000 shares issued and outstanding                                                       |  |                | 10,000   |   |                    |  
|Common Stock, $.001 par value; 190,000,000 shares authorized,                                  |  |                |          |   |                   
|6,882,273 shares issued and outstanding at March 31, 2014 and September 30, 2013, respectively |  |                | 6,882    |   |                    |  
|Additional paid-in capital                                                                     |  |                | 168,065  |   |                    |  
|Deficit accumulated during the development stage                                               |  |                | (225,530 | ) |                    |  
|                                                                                               |  |                |          |   |                    |  
|Total Stockholders' Equity (Deficit)                                                           |  |                | (40,583  | ) |                    |  
|                                                                                               |  |                |          |   |                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                           |  | $              | 596      |   |                    | $







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





4





















SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

STATEMENTS OF EXPENSES

FOR THE THREE AND SIX MONTHS ENDED
MARCH 31, 2014 AND 2013 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION)
THROUGH MARCH 31, 2014

(Unaudited)





|                                              |  |                    |           |   |                  |   |           |                |  |   |           |   |  | October 25, 2005 |          
|--------------------------------------------- |  | ------------------ | --------- | - | ---------------- | - | --------- | -------------- |  | - | --------- | - |  | ---------------- | ---------
|                                              |  | Three Months Ended |           |   | Six Months Ended |   |           | (Inception) to | 
|                                              |  | March 31           |           |   | March 31         |   |           | March 31,      | 
|                                              |  | 2014               |           |   | 2013             |   |           | 2014           |  |   | 2013      |   |  | 2014             |          
|Expenses:                                     |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Exploration costs                             |  | $                  | -         |   |                  | $ | -         |                |  | $ | -         |   |  | $                | -        
|General and administrative expenses           |  |                    | 2,778     |   |                  |   | 2,402     |                |  |   | 7,989     |   |  |                  | 6,926    
|Total Operating Expenses                      |  |                    | 2,778     |   |                  |   | 2,402     |                |  |   | 7,989     |   |  |                  | 6,926    
|Net operating (loss)                          |  |                    | (2,778    | ) |                  |   | (2,402    | )              |  |   | (7,989    | ) |  |                  | (6,926   
|                                              |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Operating Income (Expense)                    |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Interest income                               |  |                    | -         |   |                  |   | -         |                |  |   | -         |   |  |                  | -        
|Gain on extinguishment of accounts payable    |  |                    | -         |   |                  |   | -         |                |  |   | -         |   |  |                  | -        
|Interest expense                              |  |                    | -         |   |                  |   | -         |                |  |   | -         |   |  |                  | -        
|Total Other Income and (Expense)              |  |                    | -         |   |                  |   | -         |                |  |   | -         |   |  |                  | -        
|                                              |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Net Loss                                      |  | $                  | (2,778    | ) |                  | $ | (2,402    | )              |  | $ | (7,989    | ) |  | $                | (6,926   
|                                              |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Net Loss per Common Share - Basic and Diluted |  | $                  | (0.00     | ) |                  | $ | (0.00     | )              |  | $ | (0.00     | ) |  | $                | (0.00    
|                                              |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Per Share Information:                        |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Weighted  Average Number of Common Stock      |  |                    |           |   |                  |   |           |                |  |   |           |   |  |                  |          
|Shares Outstanding - Basic and Diluted        |  |                    | 6,882,273 |   |                  |   | 6,882,273 |                |  |   | 6,882,273 |   |  |                  | 6,882,273







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





5



















SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31,
2014 AND 2013 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION)
THROUGH MARCH 31, 2014

(Unaudited)



|                                                                            |  |                  |        |   |                |   |        | October 25, 2005 | 
|--------------------------------------------------------------------------- |  | ---------------- | ------ | - | -------------- | - | ------ | ---------------- | 
|                                                                            |  | Six Months Ended |        |   | (Inception) to |  
|                                                                            |  | March 31,        |        |   | March 31,      |  
|                                                                            |  | 2014             |        |   | 2013           |   |        | 2014             | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Cash Flows from Operating Activities:                                       |  |                  |        |   |                |   |        |                  | 
|Net Loss                                                                    |  | $                | (7,989 | ) |                | $ | (6,926 | )                | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                  |        |   |                |   |        |                  | 
|Stocks issued for services                                                  |  |                  | -      |   |                |   | -      |                  | 
|Deprecation                                                                 |  |                  | -      |   |                |   | -      |                  | 
|Gain on extinguishment of accounts payable                                  |  |                  | -      |   |                |   | -      |                  | 
|Imputed interest on shareholder advance                                     |  |                  | -      |   |                |   | -      |                  | 
|Increase (decrease) in interest receivable                                  |  |                  | -      |   |                |   | -      |                  | 
|Increase (decrease) in accounts payable                                     |  |                  | (343   | ) |                |   | (745   | )                | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Net Cash Flows Used by Operating Activities                                 |  |                  | (7,646 | ) |                |   | (7,671 | )                | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Cash Flows from Investing Activities:                                       |  |                  |        |   |                |   |        |                  | 
|Purchase of assets                                                          |  |                  | -      |   |                |   | -      |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Net Cash Flows Used for Investing Activities                                |  |                  | -      |   |                |   | -      |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Cash Flows from Financing Activities:                                       |  |                  |        |   |                |   |        |                  | 
|Stocks issued for cash                                                      |  |                  | -      |   |                |   | -      |                  | 
|Shares Rescinded                                                            |  |                  | -      |   |                |   | -      |                  | 
|Repayment for advance from company officer                                  |  |                  | -      |   |                |   | -      |                  | 
|Advance from company officer                                                |  |                  | 6,000  |   |                |   | 7,100  |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Net Cash Flows Provided by Financing Activities                             |  |                  | 6,000  |   |                |   | 7,100  |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Net Increase (Decrease) in Cash                                             |  |                  | (1,646 | ) |                |   | (571   | )                | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Cash and cash equivalents - Beginning of period                             |  |                  | 2,242  |   |                |   | 809    |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Cash and cash equivalents - End of period                                   |  | $                | 596    |   |                | $ | 238    |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|SUPPLEMENTARY INFORMATION                                                   |  |                  |        |   |                |   |        |                  | 
|Interest Paid                                                               |  | $                | -      |   |                | $ | -      |                  | 
|Taxes Paid                                                                  |  | $                | -      |   |                | $ | -      |                  | 
|                                                                            |  |                  |        |   |                |   |        |                  | 
|Supplement disclosure of non cash investing and financing activities:       |  |                  |        |   |                |   |        |                  | 
|Reduction of note in connection with share rescission                       |  | $                | -      |   |                | $ | -      |                  | 









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





6



















SUNRISE HOLDINGS LIMITED

(a Development Stage Company)

Notes to Financial Statements

(Unaudited)



Note 1 - Summary of Significant Accounting Policies



Basis of Presentation



The accompanying unaudited interim consolidated
financial statements of Sunrise Holdings Limited have been prepared in accordance with accounting principles generally accepted
in the United States ("US GAAP") and the rules of the Securities and Exchange Commission, and should be read
in conjunction with Sunrise's audited 2013 annual financial statements and notes thereto filed with the SEC on form 10-K. In the
opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial
position and the result of operations for the interim periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements,
which would substantially duplicate the disclosure required in Sunrise's 2013 annual financial statements have been omitted. 
The Company's fiscal year end is September 30.



Use of Estimates



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



Interim Financial Statements



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



Cash and Cash Equivalents



For purposes of the statement of cash
flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash
equivalents. As of March 31, 2014, there were no cash equivalents.



Income Taxes



The Company has adopted Accounting Standards
Codification subtopic 740-10, Income Taxes ("ASC 740-10") which requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.
Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary
differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.



There was no current or deferred income tax expense or benefits
for the periods ending March 31, 2014 and September 30, 2013.



Basic and Diluted Net Loss per Share



The Company computes net loss per share
in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share
("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock
using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number
of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti dilutive. As at December 31, 2013, the Company had no potentially dilutive shares.



Impairment of Long Lived Assets



The Company has adopted Accounting Standards
Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets
and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment
annually or more often if events and circumstances warrant. Events relating to recoverability may include significant
unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results
over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash
flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires
assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.



Financial Instruments



Pursuant to ASC 820, Fair Value Measurements
and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level
of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within
the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and
825 prioritizes the inputs into three levels that may be used to measure fair value:



Level 1



Level 1 applies to assets or liabilities
for which there are quoted prices in active markets for identical assets or liabilities.



Level 2



Level 2 applies to assets or liabilities
for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can
be derived principally from, or corroborated by, observable market data.



Level 3



Level 3 applies to assets or liabilities
for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.



The Company's financial instruments
consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined
based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values
of all of our other financial instruments approximate their current fair values because of their nature and respective maturity
dates or durations.



Recent Accounting Pronouncements



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



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

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

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

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



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



Note 2 - Going Concern



Sunrise'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
$225,530 and has insufficient working capital to meet operating needs for the next twelve months as of March 31, 2014, all of which
raise substantial doubt about Sunrise's ability to continue as a going concern.



Note 3 - Related Party Transactions



For the six months ended March 31, 2014,
an officer of the Company advanced $6,000 to the Company to pay for the general and administrative expenses. These advances are
unsecured, non-interest bearing and have no fixed terms of repayment.



Note 4 - Subsequent Events



There have been no reportable subsequent events through the
date of issuance of this report.



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.



The following discussion should be read
along with our financial statements as of December 31, 2013, which are included in another section of this document and with our
Form 10-K as of September 30, 2013 which contains a more detailed discussion of our plan. This discussion contains forward-looking
statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties
and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report
on Form 10-K should be read as applying to all forward-looking statements in any part of this report.



General



The following discussion and analysis
summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the quarter
ended March 31, 2014.



Sunrise is a mining resource company
that currently is working to identify and develop projects in Asia. At present, the Company doesn't own any mining property
and has no current operating income.



Results of Operations



Comparison of the three months ended March 31, 2014 and
2013



For the three-month period ended March
31, 2014 compared to the three-month period ended March 31, 2013, Sunrise had a net loss of $2,778 compared to a net loss
of $2,402, respectively. This increase in net loss was due to an increase in general and administrative expenses.



General and administrative expenses
increased 15.6% to $2,778 during the three-month period ended March 31, 2014 as compared to $2,402 for the comparable period in
2013. This increase was mainly due to the increase in professional fee.



Comparison of the six months ended March 31, 2014 and
2013



For the six-month period ended March
31, 2014 compared to the six-month period ended March 31, 2013, Sunrise had a net loss of $7,989 compared to a net loss of $6,926,
respectively. This increase in net loss was due to an increase in general and administrative expenses.



General and administrative expenses
increased 15% to $7,989 during the three-month period ended March 31, 2014 as compared to $6,926 for the comparable period in 2013.
This increase was mainly due to the increase in professional fee.



Liquidity and Capital Resources



At March 31, 2014, Sunrise had current
assets of $596, working capital deficit of $40,583, and had $7,646 of net cash used by operations during the six-month period ended
March 31, 2014.





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



Item 3. Quantitative and Qualitative Disclosures About
Market Risk



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



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We carried out an evaluation, under
the supervision and with the participation of our management, including our principal executive officer  and principal
financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer
concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to
ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange  Act")
is recorded, processed, summarized  and reported within the required time periods and is accumulated and communicated
to our management, including our principal executive  officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.



Our management, including our principal
executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this
report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.



Changes in Internal Control Over Financial Reporting



In addition, our management with the
participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal
control over financial reporting occurred during or subsequent to the quarter ended March 31, 2014 that has materially affected,
or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to
materially affect, our internal control over financial reporting.





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PART II - OTHER INFORMATION



Item 1 Legal Proceedings



N/A



Item 2 Unregistered Sales of Equity Securities and Use
of Proceeds



N/A



Item 3 Defaults Upon Senior Securities



N/A



Item 4 Removed and Reserved

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
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------





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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.



SUNRISE HOLDINGS LIMITED



|                      |                                                    |                
|--------------------- | -------------------------------------------------- | ---------------
|                      |                                                    |                
|Dated: April 25, 2014 | By:                                                | /s/ Xuguang Sun
|                      | Xuguang Sun, Chief Executive Officer and President





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