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, 2010





o TRANSITION 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
            
            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 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): Yes x
    No    o






















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: 6,282,273 shares as of July 23,
2010.





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, 2010 and September 30, 2009
      (unaudited)
            
            4Consolidated
      Statements of Expenses for the three and nine months ended June 30, 2010
      and 2009, and from October 25, 2005 (inception) to June 30, 2010
      (unaudited)
            
            5Consolidated
      Statements of Cash Flows for the nine months ended June 30, 2010 and 2009,
      and from October 25, 2005 (inception) to June 30, 2010
      (unaudited)
            
            6Notes
      to the Consolidated Financial Statements (unaudited)
            
            7Item 2: Management's
      Discussion and Analysis or Plan of Operations
            
            8Item
      3: Quantitative and Qualitative Disclosures About Market
    Risk
            
            9Item
      4: Controls and Procedures
            
            9PART II: OTHER
      INFORMATIONItem 1: Legal
      Proceedings
            
            10Item 2:
      Unregistered Sales of Equity Securities and Use of
Proceeds
            
            10Item 3: Defaults
      upon Senior Securities
            
            10Item 4:
      Submission of Matters to a Vote of Security Holders
            
            10Item 5: Other
      Information
            
            10Item 6: Exhibits
      and Reports on Form 8-K
            
            10Signatures
            
            11











3











PART I. FINANCIAL
INFORMATION





ITEM
1. UNAUDITED FINANCIAL STATEMENTS





SUNRISE
HOLDINGS LIMITED


(an
Exploration Stage Company)


CONSOLIDATED
BALANCE SHEETS


AS OF JUNE 30, 2010 AND SEPTEMBER 30,
2009


(Unaudited)


JUNE
      30,2010
              
              
              SEPTEMBER
      30, 2009ASSETS:Current
      assets:Cash
              
              $
              3,416
              
              
              $
              12,396Prepaid
      expenses
              
              
              549
              
              
              
              2,195Total
      current assets
              
              
              3,965
              
              
              
              14,591TOTAL
      ASSETS
              
              $
              3,965
              
              
              $
              14,591LIABILITIES AND STOCKHOLDERS'
      EQUITY:Current
      liabilities:Accounts
      payable
              
              $
              900
              
              
              $
              1,441Advances
      from company officers
              
              
              36
              
              
              
              18Total
      Current Liabilities
              
              
              936
              
              
              
              1,459TOTAL
      LIABILITIES
              
              
              936
              
              
              
              1,459Stockholders'
      Equity: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,6,282,273
      shares issued and outstanding at June 30, 2010 and at September 30,
      2009
              
              
              6,282
              
              
              
              6,282Additional
      paid-in capital
              
              
              146,465
              
              
              
              146,465Deficit
      accumulated during the exploration stage
              
              
              (159,719
              )
              
              
              (149,614
              )Total
      Stockholders' Equity
              
              
              3,029
              
              
              
              13,133TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              3,965
              
              
              $
              14,591








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








4











SUNRISE HOLDINGS
LIMITED


(an
Exploration Stage Company)


CONSOLIDATED
STATEMENTS OF EXPENSES


FOR
THE THREE AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND THE
PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2010


(Unaudited)








October
      25, 2005Three
      Months Ended
            
            
            Nine
      Months Ended
            
            
            (Inception)
      toJune
      30
            
            
            June
      30
            
            
            June
      30,2010
            
            
            2009
            
            
            2010
            
            
            2009
            
            
            2010Expenses:Exploration
      costs
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            37,956General
      and administrative expenses
            
            
            2,402
            
            
            
            2,390
            
            
            
            10,135
            
            
            
            12,109
            
            
            
            184,306Total
      Operating Expenses
            
            
            2,402
            
            
            
            2,390
            
            
            
            10,135
            
            
            
            12,109
            
            
            
            222,262Net
      operating loss
            
            
            (2,402
            )
            
            
            (2,390
            )
            
            
            (10,135
            )
            
            
            (12,109
            )
            
            
            (222,262
            )Operating
      Income (Expense)Interest
      income
            
            
            -
            
            
            
            32
            
            
            
            31
            
            
            
            11,222
            
            
            
            64,960Gain
      on extinguishment of accounts payable
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,669Interest
      expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (8,085
            )Total
      Other Income and Expense
            
            
            -
            
            
            
            32
            
            
            
            31
            
            
            
            11,222
            
            
            
            62,543Net
      Loss
            
            $
            (2,402
            )
            
            $
            (2,358
            )
            
            $
            (10,104
            )
            
            $
            (888
            )
            
            $
            (159,719
            )Net
      Loss per Common Share - Basic and Diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Per
      Share Information:Weighted  Average
      Number of Common StockShares
      Outstanding - Basic and Diluted
            
            
            6,282,273
            
            
            
            6,282,273
            
            
            
            6,282,273
            
            
            
            14,554,332








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 FLOWS


FOR
THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND THE PERIOD


FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2009


(Unaudited)





October
      25, 2005For
      Nine Months Ended
            
            
            (Inception)
      toJune
      30,
            
            
            March
      31,2010
            
            
            2009
            
            
            2010Cash
      Flows from Operating Activities:Net
      Loss
            
            $
            (10,104
            )
            
            $
            (888
            )
            
            $
            (159,719
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stocks
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            45,831Deprecation
            
            
            -
            
            
            
            -
            
            
            
            3,795Gain
      on extinguishment of accounts payable
            
            
            -
            
            
            
            -
            
            
            
            (5,669
            )Imputed
      interest on shareholder advance
            
            
            -
            
            
            
            -
            
            
            
            2,711(Increase)
      decrease in prepaid expenses
            
            
            1,646
            
            
            
            900
            
            
            
            (549
            )Increase
      (decrease) in interest receivable
            
            
            -
            
            
            
            (6,752
            )
            
            
            (33,259
            )Increase
      (decrease) in accounts payable
            
            
            (541
            )
            
            
            -
            
            
            
            6,569Net
      Cash Flows Used by Operations
            
            
            (8,998
            )
            
            
            (6,740
            )
            
            
            (140,289
            )Cash
      Flows from Investing Activities:Purchase
      of assets
            
            
            -
            
            
            
            2,000
            
            
            
            (1,795
            )Net
      Cash Flows Used for Investing Activities
            
            
            -
            
            
            
            2,000
            
            
            
            (1,795
            )Cash
      Flows from Financing Activities:Stocks
      issued for cash
            
            
            -
            
            
            
            -
            
            
            
            3,045,464Shares
      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
            
            
            
            18
            
            
            
            62,236Net
      Cash Flows Provided by Financing Activities
            
            
            18
            
            
            
            (2,400,081
            )
            
            
            145,500Net
      Increase (Decrease) in Cash
            
            
            (8,980
            )
            
            
            (2,404,821
            )
            
            
            3,416Cash
      and cash equivalents - Beginning of period
            
            
            12,396
            
            
            
            2,421,222
            
            
            
            -Cash
      and cash equivalents - End of period
            
            $
            3,416
            
            
            $
            16,401
            
            
            $
            3,416SUPPLEMENTARY
      INFORMATIONInterest
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplement
      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 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 of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with
Sunrise's audited 2009 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 2009 annual financial statements have been
omitted.





Recently
Adopted Accounting Pronouncements





Effective
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 financial instruments 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 nongovernmental entities 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 their own
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 Standards





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810):  Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260.  Effective for interim and annual periods ending on or
after December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.  This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 167. The
Company does not expect the provisions of ASU 2009-17 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.





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 residual method 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 disclosure requirements 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 essential functionality, 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 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 $159,719 and has
insufficient working capital to meet operating needs for the next twelve months
as of June 30, 2010, all of which raise substantial doubt about Sunrise's
ability to continue as a going concern.





Note
3 - Related Party Transactions





For the
nine months ended June 30, 2010, 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 -
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
June 30, 2010, 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 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 three and nine
months ended June 30, 2010.





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 June 30, 2010 and 2009





For the
three-month period ended June 30, 2010 compared to the three month period ended
June 30, 2009, Sunrise had a net loss of  $2,402 compared to a net
loss of  $2,358, respectively. This increase was due to a decrease in
interest income.





General
and administrative expenses increase 0.5% to $2,402 during the three month
period ended June 30, 2010 as compared to $2,390 for the comparable period in
2009.





Comparison
of the nine months ended June 30, 2010 and 2009





For the
nine-month period ended June 30, 2010 compared to the nine-month period ended
June 30, 2009, Sunrise had a net loss of $10,104 compared to a net loss
of  $888, respectively. This increase was due to a decrease in
interest income.





General
and administrative expenses decreased 16% to $10,135 during the nine month
period ended June 30, 2010 as compared to $12,109 for the comparable period in
2009. This decrease was mainly due to a decrease in professional
fees.





Liquidity
and Capital Resources





At June
30, 2010, Sunrise had current assets of $3,965, working capital surplus of
$3,029, and had $3,416 of net cash used by operations during the nine month
period ended June 30, 2010.











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 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 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 June 30, 2010 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 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 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








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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.








July
      30, 2010
            Sunrise
      Holdings LimitedBy:
            /s/
      Xuguang SunXuguang
      Sun, Chief Executive Officer and
President














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