United States


Securities and Exchange Commission


Washington, DC 20549





FORM 10-K





x ANNUAL REPORT UNDER 13 OR 15 (d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the year ended September 30, 2009





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


EXCHANGE ACT OF 1934





For the transition period from ______________ to ______________





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





Securities registered under Section 12(b) of the Exchange Act:





None





Securities registered under Section 12(g) of the Exchange Act:





Common Stock, $0.001 par value per share


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ̈





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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  ̈





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  ̈





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(Do not check if a smaller reporting company.)











Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x No  ̈





The number of shares of the registrant’s class of common stock, $0.001 par value, outstanding at December 24, 2009: 6,282,273








2





INDEX





Page NumberItem Number
PART
IItem 1
Description of Business


4Item 2
Description of Property


7Item 3
Legal Proceedings


7Item 4
Submission of Matters to a Vote of Security Holders


7PART IIItem 5
Market for Common Equity and Related Stockholder Matters


8Item 6
Management's Discussion and Analysis or Plan of Operation


8Item 7
Quantitative and Qualitative Disclosures About Market Risk


9Item 8
Financial Statements


9Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


9Item 9A
Controls and Procedures


9PART
IIIItem 10
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act


10Item 11
Executive Compensation


11Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


12Item 13
Certain Relationships and Related Transactions, and Director Independence


13Item 14
Principal Accountant Fees and Services


13Item 15
Exhibits


13Signatures



25






3







PART I





ITEM 1.  DESCRIPTION OF BUSINESS





General





Sunrise Holdings Limited ("Sunrise") is mining resource company that currently is working on to identify and develop some projects in Asia.  At present, the Company has no current operating income.





Background





Sunrise was incorporated on October 25, 2005, in the State of Nevada as a wholly owned subsidiary of Magnum d'Or Resources, Inc. ("Magnum"), a publicly traded registered public company (trading symbol MDOR), that is traded on the NASD Electronic Bulletin Board over-the-counter market (OTC-BB). On October 25, 2005, Magnum transferred all
of its mining rights and options to acquire mining claims in Mongolia to Sunrise which comprised substantially all of the assets of Magnum. Sunrise continued the exploration program of Magnum in Mongolia and earned the right to exercise the options on its mining claims and to obtain a 100% ownership interest in its two mining claims called the Khul Morit property and the Shandi property. On December 15, 2006, Sunrise incorporated a wholly owned subsidiary called Oriental Magnum Inc. in Mongolia to hold the title
of its mining claims. On September 20, 2007, Sunrise completed its spin-off from Magnum to Magnum's stockholders of record on January 23, 2007. On September 28, 2007, Sunrise decided not to renew its Shandi license for business reason. In May 5, 2008, Sunrise decided to abandon and terminate its mining rights in its Khul Morit undeveloped mining properties because it had determined that the substantial costs of additional exploratory drilling and geological testing and evaluation would not be desirable for the
Company. On December 22, 2008, the Company decided not to renew its Mongolia subsidiary Oriental Magnum Inc. On March 2, 2009, the Company also sold its subsidiary “eFuture International Limited” that had zero assets and liabilities to its chief executive officer for $2,000.





Employees





Sunrise at present has two employees.





Officers devote only such time to the affairs of the Company as they deem appropriate. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating businesses to acquire. The need for employees and their
availability will be addressed in connection with a decision whether or not to acquire or participate in a specific business industry.





Name Change





On March 27, 2008, our board of directors and the majority holders of the Company’s capital stock jointly approved amendments to our Articles of Incorporation by written consent 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.





Patents and Trademarks





We do not own, either legally or beneficially, any patents or trademarks.





4





RISK FACTORS





Our lack of operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.





We have no operating history and have not generated any revenues. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, we will ever generate revenues or profits, which makes it difficult to evaluate
our business. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we may never generate revenues or become profitable or incur losses, which may result in a
decline in our stock price.





There is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.





Our lack of operating history and revenues raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our
operations.





Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.





Our officers, directors and 5% or more shareholders are the beneficial owners of approximately 97.35% of our outstanding voting securities. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may
also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.





Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which is independent, to perform these functions.





We do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit
issues that may affect management decisions.





Because we will need additional capital to implement our business plan and may not be able to obtain sufficient capital, we may be forced to limit the scope of our operations, and our revenues may be reduced.





In connection with implementing our business plans, we will experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including the following:





·   our profitability;


·   the amount of our capital expenditures.





We cannot assure you that we will be able to obtain capital in the future to meet our needs. We have no sources of financing identified. If we cannot obtain additional funding, we may be required to:





·   limit our ability to implement our business plan;


·   limit our marketing efforts; and


·   decrease or eliminate capital expenditures.





Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt
securities issued by us to obtain financing could have rights, preferences, and privileges senior to our Common Stock. Any additional financing may not be available to us, or if available, may not be on terms favorable to us.








5





Financial position of the Company, working capital deficit; report of independent auditors. The success of Sunrise's operations is largely dependent upon its ability to develop its existing property and/or acquire producing mining properties and to improve operating efficiencies, generate
adequate cash-flows from operations. Sunrise's operations are subject to numerous risks associated with the establishment of its business, including lack of adequate financing sources. In addition, Sunrise has in the past and may again in the future encounter unanticipated problems, some of which may be beyond Sunrise's financial and technical abilities to resolve. The failure to adequately address such difficulties could have a materially adverse effect on Sunrise's prospects.





M&K CPAS, PLLC, the current independent auditors of Sunrise, has expressed substantial doubt regarding the ability of Sunrise to continue as a going concern because of the lack of revenues and the working capital deficit of Sunrise.





Availability and Integration of Future Acquisitions. Sunrise's strategy includes pursuing acquisition opportunities that complement our business objectives. Potential competitors for acquisition opportunities include larger companies with significantly greater financial resources.
Competition for the acquisition of mining properties and producing mining companies may result in acquisitions on terms that prove to be less advantageous to Sunrise than have been attainable in the past or may increase acquisition prices to levels beyond Sunrise's financial capability. Sunrise's financial capability to make acquisitions is partially a function of its ability to access the debt and equity capital markets. In addition, Sunrise may not find attractive acquisition candidates in the future or succeed
in reducing the costs and increasing the profitability of any business acquired in the future.





Potential Quarterly Fluctuations. Sunrise may experience variability in its production, net sales and net income on a quarterly basis as a result of many factors, including the market value for copper, gold and other metals.





Dependence on Senior Management. Sunrise's future performance will depend to a significant extent upon the efforts and abilities of its key management personnel. Sunrise does not have a key life insurance policy on its officers. The loss of service of one or more of the Sunrise's key
management personnel could have an adverse effect on Sunrise's business. Sunrise's success and plans for future growth will also depend in part on managements continuing ability to hire, train and retain skilled personnel in all areas of its business.





In the past, the two directors and officers of Sunrise have provided their services on a part time basis, one of which averages ten hours per week and the other averages two hours of services per week. The level of operations of Sunrise has not necessitated the full time services of its directors and officers. The directors and officers
may continue to pursue other business activities independently of Sunrise. If the level of business activity of Sunrise increases, the directors and officers of Sunrise intends to devote additional time to the management of Sunrise and intend to retain additional management personnel whenever necessary and appropriate.





Indemnification. Sunrise's Articles of Incorporation limits the liability of its directors and offices to Sunrise and its shareholders to the fullest extent permitted by Nevada law, and provides for indemnification of the directors and offices to such extent. Sunrise may obtain director-officer
liability insurance. These measures will provide additional protection to the directors and officers of Sunrise against liability in connection with certain actions and omissions.








6





Conflicts of Interest. There are anticipated conflicts of interest between Sunrise and its stockholders, and there may be potential conflicts of interest involving the Company and its stockholders, some of which may affect the planned business activities of Sunrise. The Board of Directors
will attempt to resolve any conflict of interest situation which may arise and which is brought to the attention of the Board of Directors on a case-by-case basis.





Shares Eligible for Future Sale. A substantial number of outstanding shares of Sunrise's Common Stock will be "restricted securities". However, under certain circumstances such shares may in the future be sold in compliance with Rule 144 adopted under the Securities Act of 1933, as
amended, or some other exemption from registration under the Securities Act of 1933. Future sales of those shares under Rule 144 or other exemption could depress the market price of the Common Stock in the future.





Applicability of A Penny Stock Rules. Federal regulations under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), regulate the trading of so-called
penny stocks (the "Penny Stock Rules"), which are generally defined as any security priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. In addition, equity securities which are priced at less than $5.00 per share are deemed penny stocks for the limited purpose of Section 15(b)(6) of the Exchange Act which makes it unlawful for any broker-dealer to participate in a distribution of any penny stock without the consent of the Securities and Exchange Commission
if, in the exercise of reasonable care, the broker-dealer is aware of or should have been aware of the participation of previously sanctioned persons. Therefore, if, during the time in which the Common Stock is quoted on any market, the Common Stock is priced below $5.00 per share, trading of the Common Stock will be subject to the provisions of Section 15(b)(6) of the Exchange Act. In such event, it may be more difficult for the stockholder to sell Common Stock in the future in the secondary market.





Because Sunrise's Common Stock is currently traded in the over-the-counter market for less than $5.00 per share, the Common Stock of Sunrise is considered a penny stock, and trading in its Common Stock is subject to the full range of Penny Stock Rules. Accordingly, the application of the comprehensive Penny Stock Rules may make it more
difficult for broker-dealers to sell Sunrise's Common Stock and stockholders of the Company may have difficulty in selling their Shares in the future in the secondary trading market.





ITEM 2.  DESCRIPTION OF PROPERTY





The principal executive offices of the Company are located at 1108 W. Valley Blvd., Suite 6-399, Alhambra, CA 91803, provided by an officer and director of the Company at no cost to the Company.





ITEM 3.  LEGAL PROCEEDINGS





The Company is not a party to any material pending legal proceedings, and to the best of its knowledge, no such proceedings by or against the Company have been threatened.





ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





7





PART II





ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





Although quotations for the Company's Common Stock appear on the NASD over-the-counter Electronic Bulletin Board, there is no established trading market for the Common Stock. Since the Company obtained the ticker symbol (OTCBB: SUIP) on November 20, 2007, transactions in the Common Stock can only be described as sporadic. Consequently,
the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, are not indicative of any meaningful market value.





The following table sets forth for the respective periods indicated the prices of the Company's Common Stock on the NASD over-the-counter Electronic Bulletin Board. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.





Calendar Quarter Ended

High Bid

Low BidDecember 31, 2008

$
.03

$
.002March 31, 2009

$
.001

$
.001June 30, 2009

$
.02

$
.02September 30, 2009

$
.049

$
.049





As of December 24, 2009, the closing price for the Company's Common Stock was $0.01 per share. There are no outstanding options or warrants to purchase shares of Common Stock of the Company.





Since its inception, no dividends have been paid on the Company's Common Stock. The Company intends to retain any earnings for use in its business activities, so it is not expected that any dividends on the Common Stock will be declared and paid in the foreseeable future.





At September 30, 2009, there were approximately 106 holders of record of the Company's Common Stock.





ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Forward Looking Information and Cautionary Statements





When used in this report in this Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect Sunrise's future plans of operations, business strategy,
operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Description of Business", including "Risk Factors" and "Item 6. Management's Discussion and Analysis of Financial Condition
or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.





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 hereof to conform such statements to actual results.





General





The following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or we") for the year ended September 30, 2009.





Sunrise is mining resource company that is working on to identify and develop some projects in Asia.  At present, the Company has no current operating income.







8





Comparison of the Years Ended September 30, 2009 and 2008





For the year ended September 30, 2009 compared to the year ended September 30, 2008, Sunrise had a net loss of $3,538 to $7,073, respectively, a 49.98% decrease in net loss, mainly due to a decrease in professional fees.





There were no mining exploration costs during the year ended September 30, 2009 and 2008.





General and administrative expenses decreased 74.67% to $14,781 during the year ended September 30, 2009 as compared to $58,343 for the comparable period in 2008, mainly due to a decrease in professional fees.





Liquidity and Capital Resources





At September 30, 2009, Sunrise had current assets of $14,591, working capital of $13,132, and had $10,745 of net cash used by operations during the year ended September 30, 2009.





The Company had current assets of $14,591 at September 30, 2009 as compared to current assets of $2,422,422 at September 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 7.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK





Not Applicable





ITEM 8.  FINANCIAL STATEMENTS





The financial statements required by this Item 8 begin with the Index to the Financial Statements which is located prior to the signature page.





ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





The Financial Statements of the Company have been audited by M&K CPAS, PLLC for the fiscal years ended September 30, 2009, 2008 and 2007, and Murrell Hall McIntosh & Co PLLP for the period from inception (October 25, 2005) through September 30, 2006.





There have been no changes in or disagreements with either M&K CPAS, PLLC or Murrell Hall McIntosh & Co PLLP, on accounting and financial disclosure matters at any time.





ITEM  9A.   CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“the Exchange
Act”).   Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, and summarized and reported with the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated
to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.





Management’s Annual Report on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such terms are defined in Rules 13(a) – 15(f) promulgated under the Securities Exchange Act of 1934, as amended. The purpose of an internal control system is to provide reasonable assurance to the Company’s management
and board of directors regarding the preparation and fair presentation of published financial statements.





An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. An internal control significant deficiency,
or aggregation of deficiencies, is one that could result in a misstatement of the financial statements that is more than consequential.





Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2009 and this assessment identified the following material weaknesses in the company’s internal control over financial reporting:





o
A system of internal controls (including policies and procedures) has neither been designed nor implemented.o
A formal, internal accounting system has not been implemented.o
Segregation of duties in the handling of cash, cash receipts, and cash disbursements is not formalized.





It is Management’s opinion that the above weaknesses exist due to the small size of operating staff and the current phase of operations (e.g., no current sales activity).





In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  Internal Control – Integrated Framework.  Because of the material weaknesses described in the preceding paragraph, Management believes that, as of September 30, 2009,
the Company’s internal control over financial reporting was not effective based on those criteria.





This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual report.





Changes in Internal Control over Financial Reporting





There were no changes in the Company's internal control over financial reporting that occurred during the year ended September 30, 2009, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





Inherent Limitations of Internal Controls





Our Principal Executive Officer and Principle Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive and financial officer
have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the 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. Because of 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, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.





Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller
reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this Form 10-K.








9





PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT





Current Management of the Company





The following table sets forth the names, ages, and positions with the Company for each of the directors and officers of the Company.





Name

Age

PositionsXuguang Sun

47

Chief Executive Officer, President Treasurer and DirectorShaojun Sun

36

Secretary, Chief Financial Officer, Vice President and Director





All executive officers are elected by the Board of Directors and hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.





The following is information on the business experience of each director and officer.





Mr. Xuguang Sun became a director and the Chief Executive Officer and President of Sunrise Holdings Limited on October 25, 2005. He previously was a director and officer of Magnum d'Or Resources, Inc. He has been the President and General Manager of Sunrise Lighting Holdings Limited and its operating subsidiary since 1997. He graduated
from Xian Jiaotong University with an associate degree in electrical engineering in 1989, and holds a degree from the Guangdong Business School.





Mr. Shaojun Sun became a director and the Vice President, Chief Financial Officer and Secretary of Sunrise Holdings Limited on October 25, 2005. He previously was a director and officer of Magnum d'Or Resources, Inc. He has been the director and officer of Sunrise Global Inc and Vice President, Chief Financial Officer and Secretary of Sunrise
Lighting Holdings Limited since 1997.





Xuguang Sun and Shaojun Sun, the two officers of the Company, have provided their services on a part-time basis, one of which averages ten hours per week and the other averages two hours of services per week. The level of operations of the Company has not necessitated the full-time services of its directors and officers. The directors and
officers may continue to pursue other business activities independently of the Company. If the level of business activity of the Company increases, the directors and officers of the Company intend to devote additional time to the management of the Company and intend to retain additional management personnel whenever necessary and appropriate.





No Audit Committee or Financial Expert





The Company does not have an audit committee or a financial expert serving on the Board of Directors.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. The Company believes
all forms required to be filed under Section 16 of the Exchange Act have been filed timely.





Code of Ethics





The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations







10





ITEM 11.  EXECUTIVE COMPENSATION





Summary of Cash and Certain Other Compensation





The following sets forth the compensation of the Company's executive officers for the two fiscal years ended September 30, 2009 and 2008.





Executive Officer Compensation Table





The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal year ended September 30, 2009 and September 30, 2008 with Sunrise. Sunrise has not entered into any employment agreements with any of the named executive officers.





The named executive officers were not entitled to receive any compensation from Sunrise during the fiscal year ended September 30, 2009 and September 30, 2008.





(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(I)

(j)Name and Principal Position

Year

Salary

Bonus

Stock
Awards

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonquali- fied Deferred Compensation Earnings

All Other Compensation

TotalXuguang Sun (1)
President, ChiefExecutive Officer and Treasurer


2009
2008

$
$
0
0

$
$
0
0

$
$
0
20,000

$
$
0
0

$
$
0
0

$
$
0
0

$
$
0
0

$
$
0
20,000Shaojun Sun (1)
Vice President, Chief Financial Officerand Secretary


2009
2008

$
$
0
0

$
$
0
0

$
$
0
20,000

$
$
0
0

$
$
0
0

$
$
0
0

$
$
0
0

$
$
0
20,000





(1)
Mr. Xuguang Sun and Mr. Shaojun Sun became the executive officers of the Company in October 2005.(2)
Neither Mr. Xuguang Sun nor Mr. Shaojun Sun has received any compensation from Sunrise since its inception on October 25, 2005.





Sunrise has no agreement or understanding, express or implied, with any officer, director, or principle stockholder, or their affiliates or associates, regarding employment with Sunrise or compensation for services. Sunrise has no plan, agreement, or understanding, express or implied, with any officer, director, or principle stockholder,
or their affiliates or associates, regarding the issuance to such persons of shares of Sunrise's authorized and unissued Common Stock. There is no understanding between Sunrise and any of its present stockholders regarding the sale of a portion or all of the Common Stock currently held by them in connection with any future participation by the Company in a business.





There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company.




11





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth as of September 30, 2009, the number and percentage of the 6,282,273 shares of Common Stock and 10,000,000 shares of Preferred Stock which, according to the information supplied to Sunrise, that are to be beneficially owned by (I) each person who is currently a director of the Sunrise, (ii) each executive
officer, (iii) all current directors and executive officers of Sunrise as a group and (iv) each person who, to the knowledge of the Company, is to be the beneficial owner of more than 5% of the outstanding Common Stock and Preferred Stock of the Company. Except as otherwise indicated, the persons named in the table will have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.





Name and Address

Stock

Percent of ClassSunrise Lighting Holdings Limited
1719 International Trade Centre, 11-19 Sha Tsui Road, Tsuen Wan, Hong Kong, The People's Republic of China


200,277,799
(1)

97.09
%Xuguang Sun
1719 International Trade Centre, 11-19 Sha Tsui Road, Tsuen Wan, Hong Kong, The People's Republic of China


200,477,799
(2)(3)

97.19
%Shaojun Sun
1108 W. Valley Blvd. Suite 6-399, Alhambra, CA 91803


200,612,619
(2)(4)

97.25
%All executive officers and directors as a group (2 persons)


200,812,619
(5)

97.35
%








(1)
Represents the voting beneficial ownership of 200,000,000 shares of Common Stock of the Company created by the voting power of its 10,000,000 shares of non-convertible Preferred Stock of the Company, and also represents 277,799 shares of Common Stock to be held directly in the name of Sunrise Lighting Holdings Limited.





(2)
Because Mr. Sun Xuguang and Mr. Sun Shaojun are the owners and executives of Sunrise Lighting Holdings Limited ("Sunrise"), they are deemed to beneficially own the shares held by Sunrise.





(3)
Includes 200,000 shares of Common Stock to be owned directly by Mr. Xuguang Sun.





(4)
Includes 334,820 shares of Common Stock to be owned directly by Mr. Shaojun Sun.





(5)
Includes all shares of Common Stock to be owned by Sunrise Lighting Holdings Limited and by all of the shares to be owned by the directors and officers of Sunrise.





The stock transfer agent of Sunrise Holdings Limited will be Pacific Stock Transfer, 4045 S. Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number 702.361.3033.


12





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





On October 30, 2008, the Board of Directors of Sunrise authorized the termination and rescission of its previous sales of its common stock and stock purchase warrants in the aggregate amount of $3,000,000 that were sold by the Corporation to three non-us investors during January 2008. The Corporation have returned investors in the aggregate
amount of $2,933,128, which includes (1): $750,000 cash to Weiquan Tian; (2) $750,000 cash to Xuding Jiao; (3) $900,000 cash and a convertible secured promissory note in the principal amount of $500,000 (U.S.) and its accrued interests of $33,128 (U.S.) from SJ Electronics, Inc. to Xuguang Sun and cancelled all the outstanding shares of common stock and stock purchase warrants previously issued to them.





On March 2, 2009, Mr. Xuguang Sun, director and officer of the Company, paid $2,000 to the Company to purchase “eFuture International Limited”. At the closing, eFuture Internationa Limited had no assets and liabilities.





During the fiscal year ended September 30, 2009, Mr. Shaojun Sun, director and officer of the Company, received $178 reimbursement for advances that he paid for the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment. As of September 30, 2009, the Company still owned Mr. Shaojun Sun $18 for a
purchase advanced by him on September 13, 2009.




ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





The aggregate fees billed by our principal accounting firm, for fees billed for fiscal years ended September 30, 2009, and 2008 are as follows:





Name

Audit Fees(1)

Audit Related Fees

Tax Fees (2)

All Other FeesM&K CPAS, PLLCfor fiscal year ended:September 30, 2009

$
9,800

$
0

$
0

$
0September 30, 2008

$
9,513

$
0

$
0

$
0


___________________________





(1)
Includes audit fees for the annual financial statements of the Company, and review of financial statements included in the Company's Form 10-Q quarterly reports and Form 10-K annual reports, and fees normally provided in connection with statutory and regulatory filings for those fiscal years





The Company does not currently have an audit committee. As a result, our board of directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not
rely on pre-approval policies and procedures.





ITEM 15.      EXHIBITS





Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.





3.1    Articles of Incorporation of the Company are incorporated herein by reference to the Form 10 - SB registration statement of the Company filed on March 22, 2007





3.2    Certificate of Amendment to Articles of Incorporation of the Company filed on October 04, 2006 is incorporated herein by reference to the Form 10 - SB registration statement of the Company filed on March 22, 2007.





3.3    Bylaws of the Company are incorporated herein by reference to the third exhibit to the Form 10 - SB registration statement of the Company filed on March 22, 2007.





21     List of Subsidiaries





31     Certification of Chief Executive Officer and Principal Financial Officer





32     Certification pursuant to 18 U.S.C. Section 1350





13





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors


Sunrise Holdings Limited


(an Exploration Stage Company)





We have audited the accompanying consolidated balance sheets of Sunrise Holdings Limited (an exploration stage company) as of September 30, 2009 and 2008, and the related consolidated statements of expenses, changes in stockholders' equity, and cash flows for the years then ended. The consolidated financial statements for the period October
25, 2005 (inception) through September 30, 2006, were audited by other auditors whose reports expressed unqualified opinions on those statements. The consolidated financial statements for the period October 25, 2005 (inception) through September 30, 2006, include total revenues of $0 and a net loss of $45,464. Our opinion on the consolidated statements of expenses, stockholders's deficit and cash flows for the period October 25, 2005 (inception) through September 30, 2006, insofar as it relates to amounts for
prior periods through September 30, 2006, is based solely on the reports of other auditors. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sunrise Holdings Limited and as of September 30, 2009 and 2008, and the results of its operations, changes in stockholders' equity and cash flows for the period described above in conformity with
accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ M&K CPAS, PLLC





www.mkacpas.com


Houston, Texas


December 24, 2009














F-1


14








SUNRISE HOLDINGS LIMITED


(an Exploration Stage Company)


CONSOLIDATED BALANCE SHEETS


AS OF SEPTEMBER 30, 2009 AND 2008





SEPTEMBER 30, 2009


SEPTEMBER 30, 2008ASSETS:Current assets:Cash

$
12,396


$
2,421,222Prepaid expenses


2,195



1,200Total current assets


14,591



2,422,422TOTAL ASSETS

$
14,591


$
2,422,422LIABILITIES AND STOCKHOLDERS' EQUITY:Current liabilities:Accounts payable

$
1,440


$
900Advances from company officer


18



99Total Current Liabilities


1,458



999TOTAL LIABILITIES


1,458



999Stockholders' 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 and 81,282,273 shares issued and outstanding at September 30, 2009 and September 30, 2008, respectively


6,282



81,282Additional paid-in capital


146,465



3,002,724Subscription receivable


-



(526,507
)Deficit accumulated during the exploration stage


(149,614
)


(146,077
)Total Stockholders' Equity


13,133



2,421,423TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
14,591


$
2,422,422





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








F-2


15








SUNRISE HOLDINGS LIMITED


(an Exploration Stage Company)


CONSOLIDATED STATEMENTS OF EXPENSES


FOR THE YEAR ENDED SEPTEMBER 30, 2009 AND 2008 AND THE PERIOD


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





For the Year


For the Year


October 25, 2005Ended


Ended


(Inception) toSeptember 30,


September 30,


September 30,2009


2008


2009Expenses:Exploration costs


-



-



37,956General and administrative expenses


14,781



58,343



174,171Total Operating Expenses


14,781



58,343



212,127Net operating loss


(14,781
)


(58,343
)


(212,127
)Operating Income (Expense)Interest income


11,243



53,686



64,929Gain on extinguishment of accounts payable


-



5,669



5,669Interest expense


-



(8,085
)


(8,085
)Total Other Income and Expense


11,243



51,270



62,513Net Loss

$
(3,538
)

$
(7,073
)

$
(149,614
)Net Loss per Common Share - Basic and Diluted

$
(0.00
)

$
(0.00
)Per Share Information:Weighted  Average Number of Common StockShares Outstanding - Basic and Diluted


12,652,136



61,705,766








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








F-3


16





SUNRISE HOLDINGS LIMITED


CONSOLIDATED STATEMENTS OF CASH FLOWS


(an Exploration Stage Company)


FOR THE YEAR ENDED SEPTEMBER 30, 2009 AND 2008 AND THE PERIOD


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





October 25, 2005For the Year Ended


(Inception) toSeptember 30,


September 30,2009


2008


2009Cash Flows from Operating Activities:Net Loss

$
(3,538
)

$
(7,073
)

$
(149,614
)Adjustments to reconcile net loss to net cash used in operating activities:Stocks issued for services


-



45,831



45,831Deprecation


-



3,795



3,795Gain on extinguishment of accounts payable


-



(5,669
)


(5,669
)Imputed interest on shareholder advance


-



2,711



2,711(Increase) decrease in prepaid expenses


(995
)


(1,200
)


(2,195
)Increase (decrease) in interest receivable


(6,752
)


(26,507
)


(33,259
)Increase (decrease) in accounts payable


541



(30,038
)


7,110Net Cash Flows Used by Operations


(10,745
)


(18,150
)


(131,291
)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


-



3,000,000



3,045,464Return of cash paid for shares


(2,400,000
)


(500,000
)


(2,400,000
)Issuance of note receivable for cash


-



-



(500,000
)Repayment for advance from company officer


(99
)


(62,101
)


(62,200
)Advance from company officer


18



1,472



62,218Net Cash Flows Provided by (Used in) Financing Activities


(2,400,081
)


2,439,371



145,482Net Increase (Decrease) in Cash


(2,408,826
)


2,421,221



12,396Cash and cash equivalents - Beginning of period


2,421,222



-



-Cash and cash equivalents - End of period

$
12,396


$
2,421,220.98


$
12,396SUPPLEMENTARY 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.








F-4


17


SUNRISE HOLDINGS LIMITED


(formerly Sunrise Mining Corporation)


(an Exploration Stage Company)


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


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








AccumulatedAdditional


(Deficit) During the


TotalPreferred Stock


Common Stock


Subscription


Paid-in


Development


Stockholders'Number of Shares


Amount


Number of Shares


Amount


Receivable


Capital


Stage


EquityInception  - October 25, 2005


-


$
-



-



-



-



-



-



-Issuance of stock to parent for expenses


-



-



100000



100



-



45364



-



45464Net loss for year


-



-



-



-



-



-



(45,464
)


(45,464
)Balance - September 30, 2006


-



-



100,000


$
100


$
-


$
45,364


$
(45,464
)


-Issuance of preferred stock


10,000,000



10,000



-



-



-



(10,000
)


-



-Cancellation of common stock


-



-



(100,000
)


(100
)


-



100



-



-Issuance of common stock


-



-



5,785,090



5,785



-



(5,785
)


-



-Net loss for the year


-



-



-



-



-



-



(93,540
)


(93,540
)Balance - September 30, 2007


10,000,000



10,000



5,785,090



5,785



-



29,679



(139,004
)


(93,540
)Issuance of common stock for cash


-



-



75,000,000



75,000



-



2,925,000



-



3,000,000Subscription receivable


-



-



-



-



(526,507
)


-



-



(526,507
)Issuance of common stock for services


-



-



497,183



497



-



45,334



-



45,831Imputed interest on shareholder advance


-



-



-



-



-



2,711



-



2,711Net loss for the year


-



-



-



-



-



-



(7,073
)


(7,073
)Balance - September 30, 2008


10,000,000



10,000



81,282,273



81,282



(526,507
)


3,002,724



(146,077
)


2,421,423Cancellation of common stock


-



-



(75,000,000
)


(75,000
)


-



(2,856,259
)


-



(2,931,259
)Subscription receivable


-



-



-



-



526,507



-



-



526,507Net loss for the year


-



-



-



-



-



-



(3,538
)


(3,538
)Balance - September 30, 2009


10,000,000



10,000



6,282,273



6,282



-



146,465



(149,614
)


13,133







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








F-5


18







SUNRISE HOLDINGS LIMITED


(formerly Sunrise Mining Corporation)


(an Exploration Stage Company)


Notes To Consolidated Financial Statements





Note 1 -   Summary of Significant Accounting Policies





Sunrise Holdings Limited (formerly Sunrise Mining Corporation) is an exploration stage company which was incorporated on October 25, 2005 in the State of Nevada. The Company is a mining resource company focused on the exploration and advancement of premium base and precious metal assets. The Company previously had two properties in Mongolia
where it had options to earn 100% of the mineral rights and to purchase the royalties outright. These two properties were transferred to the Company from its former parent, Magnum d'Or Resources Inc., in October 2005.





During December 2006, the former parent of Sunrise formed Oriental Magnum, Inc. ("Oriental") in Mongolia. Subsequent to Oriental's incorporation, the former parent of Sunrise transferred the titles for both the Khul Morit license and the Shandi license to the name of Oriental in January 2007.  On September 28, 2007, the Company
decided not to renew its Shandi license for business reasons.





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





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





On May 5, 2008, Sunrise decided to abandon and terminate its mining rights in its Khul Morit undeveloped mining properties because it had determined that the substantial costs of additional exploratory drilling and geological testing and evaluation would not be desirable for the Company. Because of this, the Company decided not to renew
its Mongolia subsidiary “Oriental Magnum Limited” .





On March 2, 2009, the Board of Directors of Sunrise approved the sale of all the Common Stock of eFuture International Limited to the Chief Executive Officer of the Company for $2,000. At the closing day of the sale, eFuture had no assets and liabilities.





The Company is currently seeking other business opportunities.





Basis of Presentation





The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.





Revenue Recognition





Revenue is recognized when it is realized or realizable and earned. Sunrise considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially
deferred and recognized as revenue over the period the services are provided.





Use of Estimates





The preparation of the financial statements in conformity with 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.  Actual results could differ from those estimates





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 September 30, 2009 and 2008, there were no cash equivalents.








F-7








Exploration Stage Mining Company





The Company complies with Statement of Financial Accounting Standard ("SFAS") No. 7 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as exploration stage.





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.








Foreign Currency Translation





The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 "Foreign Currency Translation", using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. The Company has determined that any potential foreign currency translation gain or loss is not material and as a result other comprehensive income presentation is not presented.





F air Value of Financial Instruments





Accounting principles generally accepted in the United States of America require disclosing the fair value of financial instruments to the extent practicable for financial instruments, which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative
of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of these financial instruments, Sunrise uses a variety of methods and assumptions, which were based on estimates of market conditions and risks existing at that time. For certain instruments, including cash, accounts payable, accrued liabilities and convertible notes payable, it was estimated that the carrying amount approximated fair value for
the majority of these instruments because of their short maturity.  The Company has implemented SFAS statements number 157 and 159 in these financial statements, the impact of these pronouncements has not been material.





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 September 30, 2009 and 2008.





Basic and Diluted Net Loss Per Common Share





Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of
potential common stock equivalents.





Stock Based Compensation




Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income
statement based on their fair values.  Pro-forma disclosure is no longer an alternative. The Company implemented ASC 718-10 on January 1, 2006 using the modified prospective method.


The Company did not grant any stock options during the period ended September 30, 2009 and 2008.





F-8


20





Intangible Assets





Intangible assets that include patent licenses, purchased software and license fees for technologies such as edgarization software are being amortized by the straight-line method based on the Company's assessment of each asset's useful life.





Mining Exploration Costs





In accordance with the views expressed by the U.S. Securities and Exchange Commission in "Current Accounting and Disclosure Issues in the Extractive Industry", the Company expenses mining exploration costs as they are incurred.





Recent Accounting Pronouncements





In June 2009 the FASB established the Accounting Standards Codification ("Codification'" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States
("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.





Statement of Financial Accounting Standards ("SFAS'") SFAS No. 165 (ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.





Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2
through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.





The Company does not expect that adoption of these or other recently issued accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.





Recently Issued Accounting Standards





In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not
be considered as a factor in the measurement of liabilities within the scope of this standard. This standard was effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.





In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the 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 $149,614 and has insufficient working capital
to meet operating needs for the next twelve months as of September 30, 2009, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.





Note 3 - Income Taxes





There has been no provision for U.S. federal, state, or foreign income taxes for any period because the Company has incurred losses from inception.





At September 30, 2009, the Company had US net operating loss carryforwards of approximately $149,614 for federal income tax purposes.





Deferred tax assets and liabilities are comprised of the following as of September 30, 2009:




Deferred income tax assets:Tax effect of net operating loss carryforward

$
50,869Valuation allowance


(50,869
)Net deferred tax asset

$
-





Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of September 30, 2009, the Company had net operating loss carryforward of approximately $149,614 for federal and state income
tax purposes. These carry forwards, if not utilized to offset taxable income will begin expiring in 2027. Utilization of the net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss before utilization.


F-9
 21


Note 4 - Rescission of Previous Sales of Common Stock





On October 30, 2008, the Board of Directors of Sunrise authorized the termination and rescission of its previous sales of its common stock and stock purchase warrants in the aggregate amount of $3,000,000 that were sold by the Corporation to three non-us investors during January 2008. The Corporation have returned investors in the aggregate
amount of $2,933,128, which includes (1): $750,000 cash to Weiquan Tian; (2) $750,000 cash to Xuding Jiao; (3) $900,000 cash and a convertible secured promissory note in the principal amount of $500,000 and its accrued interests of $33,128 from SJ Electronics, Inc. to Xuguang Sun and cancelled all the outstanding shares of common stock and stock purchase warrants previously issued to them.





The Corporation and the stockholders mutually agreed to rescind the stock purchase due to changes in the prospective business planning of the Corporation and the recent material changes in the natural resources industry, particularly the decline in prices of natural resources.





Note 5 - Related Party Transactions





On October 30, 2008, the Company returned Mr. Xuguang Sun in the aggregate amount of $1,433,128, which includes $900,000 cash and a convertible secured promissory note in the principal amount of $500,000 and its accrued interests of $33,128 from SJ Electronics, Inc. and cancelled all the outstanding shares of common stock and stock purchase
warrants previously issued to him.





On March 2, 2009, the Board of Directors of Sunrise approved the sale of all the Common Stock of eFuture International Limited to the Chief Executive Officer of the Company for $2,000. At the closing day of the sale, eFuture had no assets and liabilities.





During the fiscal year ended September 30, 2009, Mr. Shaojun Sun, director and officer of the Company, received $178 imbursement for advances that they paid for the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment. As of September 30, 2009, the Company still owned Mr. Shaojun Sun $18 for
a purchase advanced by him on September 13, 2009.





Note 6 - Interest Income





For the year ended September 30, 2009, the Company earned $11,243 in interest income from cash invested in a money marketaccount.





Note 7 – Subsequent Events





There have been no subsequent events since October 31, 2009 through the date of this filing.







F-10


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INDEX OF EXHIBITS ATTACHED





Exhibit Number





21

List of subsidiaries31.1

Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 200231.2

Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 200232.1

Certification of Principal Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 200232.2

Certification of Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002








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Exhibit 21














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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, hereunto duly authorized.





SUNRISE HOLDINGS LIMITED





Dated: December 24, 2009
By:
/s/ Xuguang SunXuguang Sun, Chief Executive Officer and PresidentDated: December 24, 2009
By:
/s/ Xuguang SunXuguang Sun, DirectorDated: December 24, 2009
By:
/s/ Shaojun SunShaojun Sun, Director








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