-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QhozibV9py1Uc32CMtkT14+cmcDBTXL9A1jhBAz1qIU4n2g2SNKZ3kg6m54pSktQ GJOGuYh5OTzy5XU9j9DV7w== 0001144204-09-027825.txt : 20090518 0001144204-09-027825.hdr.sgml : 20090518 20090518060918 ACCESSION NUMBER: 0001144204-09-027825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090518 DATE AS OF CHANGE: 20090518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE REAL ESTATE GROUP INC CENTRAL INDEX KEY: 0001083490 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 752713701 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32585 FILM NUMBER: 09835281 BUSINESS ADDRESS: STREET 1: SUITE 1502 STREET 2: NO. 333 ZHAOJIABANG ROAD CITY: SHANGHAI STATE: F4 ZIP: - BUSINESS PHONE: 8621-64220505 MAIL ADDRESS: STREET 1: SUITE 1502 STREET 2: NO. 333 ZHAOJIABANG ROAD CITY: SHANGHAI STATE: F4 ZIP: - FORMER COMPANY: FORMER CONFORMED NAME: SUNRISE REAL ESTATE DEVELOPMENT GROUP INC DATE OF NAME CHANGE: 20040330 FORMER COMPANY: FORMER CONFORMED NAME: PARALLAX ENTERTAINMENT INC DATE OF NAME CHANGE: 20010410 8-K 1 v150046_8k.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 18, 2009 (May 17, 2009)

SUNRISE REAL ESTATE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Texas
  
000-32585
  
75-2713701
(State of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification)

(Address of principal executive offices)

Suite 701, No.333, Zhaojiabang Road
Shanghai, PRC 200032

Registrant's telephone number, including area code (86)-21-6422-0505

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On March 10, 2009, the registrant, Sunrise Real Estate Development Group, Inc. ("Sunrise"), entered into a Share Purchase Agreement with Whole World Holding Corporation (“Whole World”) to issue 57 million shares to Whole World for US $20 million. This agreement, subject to standard closing terms and conditions, is scheduled to close on or before May 17, 2009.
 
On May 17, 2009, Sunrise and Whole World agree to extend the scheduled closing date of the Share Purchase Agreement, subject to standard closing terms and conditions, to on or before August 17, 2009. All other terms and conditions of the Share Purchase Agreement remain unchanged and in full force and effect.
 
Item 3.02. Unregistered Sales of Equity Securities.
 
As set forth in above Item 1.01, Sunrise, upon the closing of the Share Purchase Agreements, will issue 57,000,000 shares of common stock to Whole World for US $20 million to be received by Sunrise.
 
In connection with the issue of its shares to Whole World or their designees, Sunrise will rely on Regulation S as its exemption from the registration requirements of the Securities Act of 1933. All of such persons are non-US persons and agree that the shares may not be transferred or sold except in accordance with the provisions of Regulation S and/or compliance with the registration requirements of the Securities Act of 1933 or in reliance upon an applicable exemption therefrom. The certificates representing the Sunrise shares shall bear a legend reflecting such transfer restrictions and stop transfer orders will be placed with the transfer agent against these shares.
 
 
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 18, 2009
SUNRISE REAL ESTATE GROUP, INC.
  
     
By:
  /s/ Lin, Chi Jung
  
Name:Lin, Chi Jung
  
Chief Executive Officer
  
 
 
 
 
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