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 December 31, 2012
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
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20
- 8051714
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(State or other jurisdiction
of incorporation or organization)
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I.R.S. Employer Identification
No.
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1108
W. Valley Blvd, STE 6-399
Alhambra,
CA 91803 United States
(Address
of principal executive offices)
(626)
407-2618
Issuer's
telephone number
Check
whether the registrant (1) filed all documents and reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days 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: 6,882,273 shares as of January
15, 2013.
Transitional
Small Business Disclosure Format (Check one): Yes
o
No
x
2
SUNRISE
HOLDINGS LIMITED
INDEX
PART I: FINANCIAL
INFORMATION
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Item 1: Financial Statements:
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Balance Sheets as
of December 31, 2012 and September 30, 2012 (unaudited)
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4
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Statements
of Expenses for the three months ended December 31, 2012 and 2011, and from October 25, 2005 (inception) to December 31, 2012
(unaudited)
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5
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Statements
of Cash Flows for the three months ended December 31, 2012 and 2011, and from October 25, 2005 (inception) to December 31,
2012 (unaudited)
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6
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Notes
to the Financial Statements (unaudited)
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7
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Item 2: Management's Discussion and
Analysis or Plan of Operations
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8
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Item 3: Quantitative and Qualitative Disclosures
About Market Risk
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9
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Item 4: Controls and Procedures
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9
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PART II: OTHER INFORMATION
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Item 1: Legal Proceedings
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10
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Item 2: Unregistered Sales of
Equity Securities and Use of Proceeds
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10
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Item 3: Defaults upon Senior
Securities
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10
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Item 4: Removed and Reserved
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10
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Item 5: Other Information
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10
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Item 6: Exhibits and Reports
on Form 8-K
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10
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Signatures
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11
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3
PART
I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL
STATEMENTS
SUNRISE
HOLDINGS LIMITED
(a
Development Stage Company)
BALANCE
SHEETS
AS
OF DECEMBER 31, 2012 AND
SEPTEMBER 30, 2012
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December
31, 2012
(unaudited)
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September
30, 2012
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ASSETS:
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Current assets:
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Cash
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$
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640
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$
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809
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Total
current assets
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640
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809
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TOTAL ASSETS
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$
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640
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$
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809
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LIABILITIES
AND STOCKHOLDERS' EQUITY:
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Current liabilities:
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Accounts payable
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$
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1,049
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$
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1,794
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Advances from company
officers
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26,136
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21,036
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Total Current Liabilities
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27,185
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22,830
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TOTAL LIABILITIES
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27,185
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22,830
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Stockholders' Equity
(Deficit):
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Preferred Stock, $.001par value; 10,000,000
shares authorized,
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10,000,000 shares issued
and outstanding
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10,000
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10,000
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Common Stock, $.001 par value;
190,000,000 shares authorized,
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6,882,273 shares issued and outstanding
at December 31, 2012 and at September 30, 2012
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6,882
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6,882
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Additional paid-in capital
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168,065
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168,065
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Deficit accumulated during the development
stage
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(211,492
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)
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(206,968
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)
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Total Stockholders' Equity (Deficit)
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(26,545
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)
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(22,021
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)
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TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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$
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640
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$
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809
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The accompanying
notes are an integral part of these financial statements.
4
SUNRISE
HOLDINGS LIMITED
(a Development Stage Company)
STATEMENTS
OF EXPENSES
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011 AND THE PERIOD
FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2012
(Unaudited)
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October
25, 2005
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Three Months
Ended
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(Inception)
to
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December
31
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December
31,
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2012
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2011
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2012
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Expenses:
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Exploration
costs
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-
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-
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37,956
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General and administrative
expenses
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$
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4,524
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2,653
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236,080
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Total Operating Expenses
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4,524
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2,653
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274,036
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Net operating loss
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(4,524
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)
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(2,653
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)
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(274,036
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)
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Operating Income (Expense)
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Interest income
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-
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-
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64,960
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Gain on extinguishment of accounts payable
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-
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-
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5,669
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Interest expense
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-
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-
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(8,085
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)
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Total Other Income
and Expense
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-
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-
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62,544
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Net Loss
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$
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(4,524
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)
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$
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(2,653
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)
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$
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(211,492
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)
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Net Loss per Common
Share - Basic and Diluted
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$
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(0.00
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)
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$
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(0.00
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)
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Per Share Information:
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Weighted Average
Number of Common Stock
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Shares Outstanding - Basic
and Diluted
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6,882,273
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6,882,273
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See the
accompanying summary of accounting policies and notes to the financial statements.
5
SUNRISE
HOLDINGS LIMITED
(a
Development Stage Company)
STATEMENTS
OF CASH FLOWS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011 AND THE PERIOD
FROM
OCTOBER 25, 2005 (INCEPTION) THROUGH DECEMBER 31, 2012
(Unaudited)
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October
25, 2005
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Three Months
Ended
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(Inception)
to
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December
31,
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December
31,
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2012
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2011
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2012
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Cash Flows from Operating
Activities:
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Net Loss
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$
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(4,524
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)
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$
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(2,653
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)
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$
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(211,492
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)
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Adjustments to reconcile net
loss to net cash used in operating activities:
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Stocks
issued for services
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-
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-
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68,031
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Deprecation
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-
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-
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3,795
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Gain
on extinguishment of accounts payable
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-
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-
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(5,669
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)
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Imputed
interest on shareholder advance
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-
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-
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2,711
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Increase (decrease) in
interest receivable
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-
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-
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(33,259
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)
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Increase (decrease) in
accounts payable
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(745
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)
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(298
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)
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6,718
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Net Cash Flows Used by Operating Activities
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(5,269
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)
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(2,951
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)
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(169,165
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)
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Cash Flows from Investing
Activities:
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Purchase of assets
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-
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-
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(1,795
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)
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Net Cash Flows Used for Investing Activities
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-
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-
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(1,795
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)
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Cash Flows from Financing
Activities:
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Stocks issued for cash
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-
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-
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3,045,464
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Shares Rescinded
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|
-
|
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|
-
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(2,400,000
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)
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Repayment for advance
from company officer
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|
-
|
|
|
|
-
|
|
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(500,000
|
)
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Advance from company officer
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|
|
5,100
|
|
|
|
6,000
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|
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|
26,136
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|
|
|
|
|
|
|
|
|
|
|
|
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Net Cash Flows Provided by Financing Activities
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|
5,100
|
|
|
|
6,000
|
|
|
|
171,600
|
|
|
|
|
|
|
|
|
|
|
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|
Net Increase (Decrease) in Cash
|
|
|
(169
|
)
|
|
|
3,049
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|
|
|
640
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents
- Beginning of period
|
|
|
809
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|
|
|
649
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|
|
-
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents
- End of period
|
|
$
|
640
|
|
|
$
|
3,698
|
|
|
$
|
640
|
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SUPPLEMENTARY INFORMATION
|
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Interest Paid
|
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$
|
-
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|
$
|
-
|
|
|
$
|
-
|
|
Taxes Paid
|
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$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
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|
|
|
|
|
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|
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Supplement
disclosure of non cash investing and financing activities:
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Reduction of note in connection with share
rescission
|
|
$
|
-
|
|
|
$
|
-
|
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|
$
|
500,000
|
|
See the
accompany summary of accounting policies and notes to the financial statements.
6
SUNRISE
HOLDINGS LIMITED
(a
Development Stage Company)
Notes
to Financial Statements
(Unaudited)
Note 1 - Summary of
Significant Accounting Policies
Basis
of Presentation
The accompanying
unaudited interim consolidated financial statements of Sunrise Holdings Limited have been prepared in accordance with accounting
principles generally accepted in the United States ("US GAAP") and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Sunrise's audited 2012 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 2011 annual
financial statements have been omitted. The Company's fiscal year end is September 30.
Use of Estimates
The preparation
of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company
regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases
its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be affected.
Interim Financial Statements
These
interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion
of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are
not necessarily indicative of the results expected for a full year or for any future period.
Cash and Cash Equivalents
For purposes
of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. As of December 31, 2012, there were no cash equivalents.
Income Taxes
The Company
has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") which requires the recognition
of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between
financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income
tax purposes are insignificant.
There was no current or deferred
income tax expense or benefits for the periods ending December 31, 2012 and September 30, 2012.
Basic and Diluted Net Loss
per Share
The Company
computes net loss per share in accordance with ASC 260,
Earnings per Share
. ASC 260 requires presentation of both basic
and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti dilutive. As at December 31, 2012, the Company had no potentially
dilutive shares.
Impairment
of Long Lived Assets
The Company
has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10
requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates
its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to
recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability
to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets
based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets
will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC
360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to
sell.
Financial Instruments
Pursuant
to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a
fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.
A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level
1
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3
Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to
the measurement of the fair value of the assets or liabilities.
The Company's
financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value
of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe
that the recorded values of all of our other financial instruments approximate their current fair values because of their nature
and respective maturity dates or durations.
Recent Accounting Pronouncements
In October
2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections
and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics
in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards
Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for
fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our
financial position or results of operations.
In August
2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant
to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related
to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends
various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material
impact on our financial position or results of operations.
In July
2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets
for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other
(Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors
to determine whether it is more likely than not that an indefinite lived intangible asset is impaired as a basis for determining
whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill
and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed
for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment
tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual
or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption
of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
In December
2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the
Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income
in Accounting Standards Update No. 2011- 05. This update defers the requirement to present items that are reclassified from accumulated
other comprehensive income to net income in both the statement of income where net income is presented and the statement where
other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial
position or results of operations.
In December
2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU
2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users
of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure
is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those
entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting
periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating
the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
In September
2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles –
Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity
and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine
whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon
the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether
it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve
the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should
consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test.
The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as
of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have
not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial
position or results of operations.
In June
2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income
(Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December
15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present
the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items
of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the
financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements
by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately
in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact
on our financial position or results of operations.
In May
2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement
and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December
15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure
requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs
used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements
to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s
highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure
of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure
of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on
January 1, 2012. The Company does not expect that the guidance effective in future periods will have a material impact on its
financial statements.
In April
2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring
is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”).
Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification
to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim
and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the
beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have
a material impact on its financial statements.
The Company
has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note
2 - Going Concern
Sunrise's
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement
of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated
losses aggregating to $211,492 and has insufficient working capital to meet operating needs for the next twelve months as of December
31, 2012, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.
Note 3 - Related Party
Transactions
For the
three months ended December 31, 2012, an officer of the Company advanced $5,100 to the Company to pay for the general and administrative
expenses. These advances are unsecured, non-interest bearing and have no fixed terms of repayment.
Note 4 - Subsequent
Events
There have been no reportable
subsequent events through the date of issuance of this report.
7
Item
2. Management's Discussion and Analysis of Financial Condition or Results of Operations
Forward-looking
Information
This
quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could
cause our actual results to differ materially from those indicated by such forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness
of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this
report to conform such statements to actual results.
The following
discussion should be read along with our financial statements as of December 31, 2012, which are included in another section of
this document and with our Form 10-K as of September 30, 2012 which contains a more detailed discussion of our plan. This discussion
contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject
to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary
statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.
General
The following
discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we")
for the quarter ended December 31, 2012.
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 December 31, 2012 and 2011
For the
three-month period ended December 31, 2012 compared to the three-month period ended December 31, 2011, Sunrise had a net loss
of $4,524 compared to a net loss of $2,653, respectively. This increase in net loss was due to an increase in general
and administrative expenses.
General
and administrative expenses increased 71% to $4,524 during the three-month period ended December 31, 2012 as compared to $2,653
for the comparable period in 2011. This increase was mainly due to the increase in professional fee.
Liquidity
and Capital Resources
At December
31, 2012, Sunrise had current assets of $640, working capital deficit of $26,545, and had $5,269 of net cash used by operations
during the three-month period ended December 31, 2012.
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 not effective
to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") is recorded, processed, summarized and reported within the required time periods
and is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.
Our management,
including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included
in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods
presented.
Changes in Internal Control
Over Financial Reporting
In addition,
our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that
no change in our internal control over financial reporting occurred during or subsequent to the quarter ended December 31, 2012
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 Removed and Reserved
N/A
Item 5 Other Information
N/A
Item 6 Exhibits
Exhibit Number, Name and/or
Identification of Exhibit
|
31.1
|
Certification of the Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of the Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of the Chief Executive
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2
|
Certification of the Chief Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
10
SIGNATURES
In accordance with
the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SUNRISE
HOLDINGS LIMITED
|
|
|
|
|
|
Dated: January 15, 2013
|
By:
|
/s/ Xuguang
Sun
|
|
Xuguang Sun, Chief Executive Officer and
President
|
11
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