10-K

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, 2011

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 (¡ì229.405 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 November 18, 2011: 6,882,273

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INDEX

		Page Number
Item Number	PART I
Item 1	Description of Business		4
Item 1A	Risk Factors		4
Item 1B	Unresolved Staff Comments		4
Item 2	Description of Property		5
Item 3	Legal Proceedings		5
Item 4	Submission of Matters to a Vote of Security Holders		5
	PART II
Item 5	Market for Common Equity and Related Stockholder Matters		6
Item 6	Management's Discussion and Analysis or Plan of Operation		6
Item 7	Quantitative and Qualitative Disclosures About Market Risk		7
Item 8	Financial Statements		7
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		7
Item 9A	Controls and Procedures		8
	PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act		9
Item 11	Executive Compensation		10
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		11
Item 13	Certain Relationships and Related Transactions, and Director Independence		12
Item 14	Principal Accountant Fees and Services		12
Item 15	Exhibits		12
Signatures			25

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PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

Sunrise Holdings Limited ("Sunrise") is a mining resource company that currently is working 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"). 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.

Item 1A . Risk Factors

As a ¡°smaller reporting company¡± as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B.  Unresolved Staff Comments

None

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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

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 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 Bid
December 31, 2010	$	.156	$	.0053
March 31, 2011	$	.097	$	.0211
June 30, 2011	$	.0749	$	.0102
September 30, 2011	$	.041	$	.0129

As of November 9, 2011, the closing price for the Company's Common Stock was $0.0133 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, 2011, 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 Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating a business activity that can generate operating income.  

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We believe we will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.

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, 2011.

Results of Operations

Comparison of the Years Ended September 30, 2011 and 2010.

For the year ended September 30, 2011 compared to the year ended September 30, 2010, Sunrise had a net loss of $34,547 and $12,669, respectively, a 172.69% increase in net loss, mainly due to an increase in administrative cost.

There were no mining exploration costs during the year ended September 30, 2011 and 2010.

General and administrative expenses increased 172.02% to $34,547 during the year ended September 30, 2011 as compared to $12,700 for the comparable period in 2010, mainly due to an increase in professional fees.

Liquidity and Capital Resources

At September 30, 2011, Sunrise had current assets of $649, working capital deficit of $11,883, and had $11,900 of net cash used by operations during the year ended September 30, 2011.

The Company had current assets of $649 at September 30, 2011 as compared to current assets of $1,549 at September 30, 2010.

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

There have been no changes in or disagreements with on accounting and financial disclosure matters at any time.

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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) ¨C 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, 2011 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 ¨C Integrated Framework.  Because of the material weaknesses described in the preceding paragraph, Management believes that, as of September 30, 2011, 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, 2011, 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.

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 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	Positions
Xuguang Sun	49	Chief Executive Officer, President Treasurer and Director
Shaojun Sun	38	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 one hour 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

9 

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, 2011 and 2010.

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, 2011 and September 30, 2010 with Sunrise. Sunrise has not entered into any employment agreements with any of the named executive officers.

(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		Total
Xuguang Sun (1) President, Chief Executive Officer and Treasurer		2011 2010	$ $	0 0	$ $	0 0	$ $	11,100 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	11,000 0
Shaojun Sun (1) Vice President, Chief Financial Officer and Secretary		2011 2010	$ $	0 0	$ $	0 0	$ $	11,100 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	0 0	$ $	11,100 0

(1)	Mr. Xuguang Sun and Mr. Shaojun Sun became the executive officers of the Company in October 2005.
(2)	Mr. Xuguang Sun and Mr. Shaojun Sun havs received 600,000 common shares to pay for their compensation total $22,200 for the three month ended December 31, 2010.

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.

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

The following table sets forth as of September 30, 2011, the number and percentage of the 6,882,273 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 Class
Sunrise 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)	96.81	%
Xuguang Sun 1719 International Trade Centre, 11-19 Sha Tsui Road, Tsuen Wan, Hong Kong, The People's Republic of China		200,777,799	(2)(3)	97.05	%
Shaojun Sun 1108 W. Valley Blvd. Suite 6-399, Alhambra, CA 91803		200,912,619	(2)(4)	97.11	%
All executive officers and directors as a group (2 persons)		201,412,619	(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 500,000 shares of Common Stock to be owned directly by Mr. Xuguang Sun.

(4) Includes 634,820 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.

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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of September 30, 2011, the Company still owned Mr. Shaojun Sun $1,036 which included (1) $36 purchases advanced by him during the year ended September 30, 2010; and (2) $1,000 loan he made to the Company for during the year ended September 30, 2011.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

As of September 30, 2011, the Company still owned Mr. Xuguang Sun $10,000 which included (1) $4,000 paid to the auditor by him on behalf of the Company for the year ended September 30, 2010 audit works; (2) $6,000 loan he made to the Company for during the year ended September 30, 2011.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment.

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, 2011, and 2010 are as follows:

Name	Audit Fees(1)		Audit Related Fees		Tax Fees (2)		All Other Fees
M&K CPAS, PLLC
for fiscal year ended:
September 30, 2011	$	9,400	$	0	$	0	$	0
September 30, 2010	$	10,018	$	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

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 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, 2011 and 2010, 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, 2011 and 2010, 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

November 18, 2011

F-1

13 

 SUNRISE HOLDINGS LIMITED

 (an Exploration Stage Company)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2011 AND 2010

	September 30, 2011			September 30, 2010
ASSETS:
Current assets:
Cash	$	649		$	1,549
Total current assets		649			1,549
TOTAL ASSETS	$	649		$	1,549
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Accounts payable	$	1,496		$	1,049
Advances from company officers		11,036			36
Total Current Liabilities		12,532			1,085
TOTAL LIABILITIES		12,532			1,085
Stockholders' Equity (Deficit):
Preferred Stock, $.001par value; 10,000,000 shares authorized,
10,000,000 shares issued and outstanding		10,000			10,000
Common Stock, $.001 par value; 190,000,000 shares authorized,
6,882,273 shares issued and outstanding at September 30, 2011; 6,282,273 shares issued and outstanding at September 30, 2010		6,882			6,282
Additional paid-in capital		168,065			146,465
Deficit accumulated during the exploration stage		(196,830	)		(162,283	)
Total Stockholders' Equity (Deficit)		(11,883	)		464
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	649		$	1,549

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

F-2

14 

SUNRISE HOLDINGS LIMITED

 (an Exploration Stage Company)

STATEMENTS OF EXPENSES

FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2011

							October 25, 2005
	For the Year Ended			For the Year Ended			(Inception) to
	September 30,			September 30,			September 30,
	2011			2010			2011
Expenses:
Exploration costs		-			-			37,956
General and administrative expenses	$	34,547			12,700			221,418
Total Operating Expenses		34,547			12,700			259,374
Net operating loss		(34,547	)		(12,700	)		(259,374	)
Operating Income (Expense)
Interest income		-			31			64,960
Gain on extinguishment of accounts payable		-			-			5,669
Interest expense		-			-			(8,085	)
Total Other Income and Expense		-			31			62,544
Net Loss	$	(34,547	)	$	(12,669	)	$	(196,830	)
Net Loss per Common Share - Basic and Diluted	$	(0.01	)	$	(0.00	)
Per Share Information:
Weighted  Average Number of Common Stock
Shares Outstanding - Basic and Diluted		6,722,821			6,282,273

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

F-3

15

SUNRISE HOLDINGS LIMITED

STATEMENTS OF CASH FLOWS

 (an Exploration Stage Company)

FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010 AND THE PERIOD

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2011

							October 25, 2005
	For the Years Ended						(Inception) to
	September 30,						September 30,
	2011			2010			2011
Cash Flows from Operating Activities:
Net Loss	$	(34,547	)	$	(12,669	)	$	(196,830	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stocks issued for services		22,200			-			68,031
Deprecation		-			-			3,795
Gain on extinguishment of accounts payable		-			-			(5,669	)
Imputed interest on shareholder advance		-			-			2,711
(Increase) decrease in prepaid expenses		-			2,195			-
Increase (decrease) in interest receivable		-			-			(33,259	)
Increase (decrease) in accounts payable		447			(391	)		7,165
Net Cash Flows Used by Operations		(11,900	)		(10,865	)		(154,056	)
Cash Flows from Investing Activities:
Sale (Purchase) of assets		-			-			(1,795	)
Net Cash Flows Used for Investing Activities		-			-			(1,795	)
Cash Flows from Financing Activities:
Stocks issued for cash		-			-			3,045,464
Shares Rescinded		-			-			(2,400,000	)
Issuance of note receivable		-			-			(500,000	)
Advance from company officer		11,000			18			11,036
Net Cash Flows Provided by Financing Activities		11,000			18			156,500
Net Increase (Decrease) in Cash		(900	)		(10,847	)		649
Cash and cash equivalents - Beginning of period		1,549			12,396			-
Cash and cash equivalents - End of period	$	649		$	1,549		$	649
SUPPLEMENTARY INFORMATION
Interest Paid	$	-		$	-		$	-
Taxes Paid	$	-		$	-		$	-
Supplement disclosure of non cash investing and financing activities:
Reduction of note in connection with share rescission	$	-		$	-		$	500,000

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

F-4

16 

SUNRISE HOLDINGS LIMITED

(an Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS¡¯ EQUITY (DEFICIT)

FROM OCTOBER 25, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2011

																	Accumulated
														Additional			(Deficit) During the			Total
	Preferred Stock				Common Stock						Subscription			Paid-in			Development			Stockholders'
	Number of Shares		Amount		Number of Shares			Amount			Receivable			Capital			Stage			Equity (Deficit)
Inception  - October 25, 2005		-	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Issuance of stock to parent for expenses		-		-		100000			100			-			45364			-			45464
Net 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			-			3,000,000
Subscription receivable		-		-		-			-			(526,507	)		-			-			(526,507	)
Issuance of common stock for services		-		-		497,183			497			-			45,334			-			45,831
Imputed interest on shareholder advance		-		-		-			-			-			2,711			-			2,711
Net 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	)		2,421,423
Cancellation of common stock		-		-		(75,000,000	)		(75,000	)		-			(2,856,259	)		-			(2,931,259	)
Subscription receivable		-		-		-			-			526,507			-			-			526,507
Net 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
Net loss for the year		-		-		-			-			-			-			(12,669	)		(12,669	)
Balance - September 30, 2010		10,000,000		10,000		6,282,273			6,282			-			146,465			(162,283	)		464
Issuance of common stock for services		-		-		600,000			600			-			21,600			-			22,200
Net loss for year		-		-		-			-			-			-			(34,547	)		(34,547	)
Balance - September 30, 2011		10,000,000	$	10,000		6,882,273		$	6,882		$	-		$	168,065		$	(196,830	)	$	(11,883	)

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

F-5

17 

SUNRISE HOLDINGS LIMITED

 (an Exploration Stage Company)

Notes To 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 was 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.

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, 2011 and 2010, there were no cash equivalents.

F-6

18 

                Exploration Stage Mining Company

The Company complies with FASB guidelines 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.

Fair Value of 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, accounts payable and accrued liabilities, 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.

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, 2011 and 2010.

Basic and Diluted Net Loss Per Common 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.

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, 2011 and 2010.

F-7

19 

Recently Issued Accounting Standards

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), ¡°Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.¡±  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity¡¯s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), ¡°Consolidation (Topic 810): Amendments for Certain Investment Funds.¡±  The amendments in this Update are effective as of the beginning of a reporting entity¡¯s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company¡¯s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 ¡°Subsequent Events (ASC Topic 855) ¡°Amendments to Certain Recognition and Disclosure Requirements¡± (¡°ASU No. 2010-09¡±). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company¡¯s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (¡°FASB¡±) issued Accounting Standards Update (¡°ASU¡±) No. 2010-06, ¡°Improving Disclosures about Fair Value Measurements.¡± ASU No. 2010-06 amends FASB Accounting Standards Codification (¡°ASC¡±) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers¡¯ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company¡¯s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company¡¯s financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard is not expected to have a significant impact on the Company¡¯s financial statements.

In October 2009, 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 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 on January 1, 2011.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company¡¯s financial statements.

F-8

20 

In August 2009, 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 is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company¡¯s financial statements.

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, Generally Accepted Accounting Principles, as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company¡¯s consolidated financial statements, but did eliminate all references to pre-codification standards.

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company¡¯s 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 $196,830 and has insufficient working capital to meet operating needs for the next twelve months as of September 30, 2011, 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, 2011, the Company had US net operating loss carryforwards of approximately $196,830 for federal income tax purposes.

Deferred tax assets and liabilities are comprised of the following as of September 30, 2011:

Deferred income tax assets:
Tax effect of net operating loss carryforward	$	66,922
Valuation allowance		(66,922	)
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, 2011, the Company had net operating loss carryforward of approximately $196,830 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 - Related Party Transactions

For the twelve months ended September 30, 2011, Mr. Xuguang Sun, an officer and director of the Company, advanced $10,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

For the twelve months ended September 30, 2011, Mr. Shaojun Sun, an officer and director of the Company, advanced $1,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

Note 5 ¨C Share Capital

On January 5, 2011, Sunrise issued 300,000 shares of its restricted common stock to a director and officer, Mr. Shaojun Sun for his services during the three month period ended December 31, 2010. These shares were valued at $11,100 based on their market value of $0.037 per share at closing on January 5, 2011, which is recorded as a contribution of capital for the value of the shares and an equivalent amount to stock based compensation.

On January 5, 2011, Sunrise issued 300,000 shares of its restricted common stock to a director and officer, Mr. Xuguang Sun for his services during the three month period ended December 31, 2010. These shares were valued at $11,100 based on their market value of $0.037 per share at closing on January 5, 2011, which is recorded as a contribution of capital for the value of the shares and an equivalent amount to stock based compensation. 

Note 6 ¨C Subsequent Events

From October 1, 2011 through the date of this filing, Mr. Xuguang Sun, an officer and director of the Company, advanced $8,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

F-10

22 

INDEX OF EXHIBITS ATTACHED

Exhibit Number

Description

21	List of subsidiaries
31.1	Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

23

Exhibit 21

Sunrise Holdings Limited currently has no subsidiaries:

 24

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: November 18, 2011	By:	/s/ Xuguang Sun
		Xuguang Sun, Chief Executive Officer and President
Dated: November 18, 2011	By:	/s/ Xuguang Sun
		Xuguang Sun, Director
Dated: November 18, 2011	By:	/s/ Shaojun Sun
		Shaojun Sun, Director

25

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Xuguang Sun, certify that:

1. I have reviewed this Form 10-K annual report for the period ended September 30, 2011, of Sunrise Holdings Limited.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such internal control over financing reporting to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	any deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2011	/s/ Xuguang Sun
	Xuguang Sun, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Shaojun Sun, certify that:

1. I have reviewed this Form 10-K annual report for the period ended September 30, 2011, of Sunrise Holdings Limited.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such internal control over financing reporting to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	any deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2011	/s/ Shaojun Sun
	Shaojun Sun, Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C., ss.1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Sunrise Holdings Limited (the “Company”) for the year ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and President of the Company, hereby certifies pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents in all material respects the financial condition and results of operations of Sunrise Holdings Limited.

Date: November 18, 2011	/s/ Xuguang Sun
	Xuguang Sun, Chief Executive Officer and President

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C., ss.1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Sunrise Holdings Limited (the “Company”) for the year ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Vice President and Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents in all material respects the financial condition and results of operations of Sunrise Holdings Limited.

Date: November 18, 2011	/s/ Shaojun Sun
	Shaojun Sun, Vice President and Chief Financial Officer

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2011	Sep. 30, 2010
Statement of Financial Position [Abstract]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, share authorized	10,000,000	10,000,000
Preferred Stock, share issued	10,000,000	10,000,000
Preferred Stock, share outstanding	10,000,000	10,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, share authorized	190,000,000	190,000,000
Common Stock, share issued	6,882,273	6,282,273
Common Stock, share outstanding	6,882,273	6,282,273

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Statements of Operations (USD $)	12 Months Ended		72 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Expenses:
Exploration costs			$ 37,956
General and administrative expenses	34,547	12,700	221,418
Total Operating Expenses	34,547	12,700	259,374
Net operating loss	(34,547)	(12,700)	(259,374)
Operating Income (Expense)
Interest income		31	64,960
Gain on extinguishment of accounts payable			5,669
Interest expense			(8,085)
Total Other Income and Expense		31	62,544
Net Loss	$ (34,547)	$ (12,669)	$ (196,830)
Net Loss per Common Share - Basic and Diluted	$ 0.005	$ 0.00
Per Share Information:
Weighted Average Number of Common Stock Shares Outstanding - Basic and Diluted	6,722,821	6,282,273	6,722,821

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Document and Entity Information (USD $)	12 Months Ended
	Sep. 30, 2011	Mar. 31, 2011
Document And Entity Information
Entity Registrant Name	Sunrise Holdings LTD
Entity Central Index Key	0001394130
Document Type	10-K
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 437,572
Entity Common Stock, Shares Outstanding	6,882,273
Document Fiscal Period Focus	Q4
Document Fiscal Year Focus	2011

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Subsequent Events

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Subsequent Events

Note 6 - Subsequent Events

From October 1, 2011 through the date of this filing, Mr. Xuguang Sun, an officer and director of the Company, advanced $8,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

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Going Concern

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Going Concern

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 $196,830 and has insufficient working capital to meet operating needs for the next twelve months as of September 30, 2011, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.

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Consolidated Statement of Changes in Shareholders Equity (USD $)	Preferred Stock	Common Stock	Cash Equivalents [Member]	Additional Paid-In Capital	Accumulated (Deficit) During the Development Stage	Total
Beginning balance, value at Oct. 24, 2005
Beginning balance, share at Oct. 24, 2005
Issuance of preferred stock, share
Issuance of preferred stock, value
Cancellation of common stock, share
Cancellation of common stock, value
Issuance of common stock, share		100,000
Issuance of common stock, value		100		45,364		45,464
Issuance of common stock for services, share
Issuance of common stock fro services, value
Imputed interest on shareholer advance
Net loss for the year					(45,464)	(45,464)
Balance, value at Sep. 30, 2006		100		45,364	(45,464)
Subscription receivable at Sep. 30, 2006
Balance, share at Sep. 30, 2006		100,000
Issuance of preferred stock, share	10,000,000
Issuance of preferred stock, value	10,000			(10,000)
Cancellation of common stock, share		(100,000)
Cancellation of common stock, value		(100)		100
Issuance of common stock, share		5,785,090
Issuance of common stock, value		5,785		(5,785)
Issuance of common stock for services, share
Issuance of common stock fro services, value
Imputed interest on shareholer advance
Net loss for the year					(93,540)	(93,540)
Balance, value at Sep. 30, 2007	10,000	5,785		29,679	(139,004)	(93,540)
Subscription receivable at Sep. 30, 2007
Balance, share at Sep. 30, 2007	10,000,000	5,785,090
Issuance of preferred stock, share
Issuance of preferred stock, value
Cancellation of common stock, share
Cancellation of common stock, value
Issuance of common stock, share		75,000,000
Issuance of common stock, value		75,000		2,925,000		3,000,000
Issuance of common stock for services, share		497,183
Issuance of common stock fro services, value		497		45,334		45,831
Imputed interest on shareholer advance				2,711		2,711
Net loss for the year					(7,073)	(7,073)
Balance, value at Sep. 30, 2008	10,000	81,282	(526,507)	3,002,724	(146,077)	2,421,423
Subscription receivable at Sep. 30, 2008			(526,507)			(526,507)
Balance, share at Sep. 30, 2008	10,000,000	81,282,273
Issuance of preferred stock, share
Issuance of preferred stock, value
Cancellation of common stock, share		(75,000,000)
Cancellation of common stock, value		(75,000)		(2,856,259)		(2,931,259)
Issuance of common stock, share
Issuance of common stock, value
Issuance of common stock for services, share
Issuance of common stock fro services, value
Imputed interest on shareholer advance
Net loss for the year					(3,538)	(3,538)
Balance, value at Sep. 30, 2009	10,000	6,282		146,465	(149,614)	13,133
Subscription receivable at Sep. 30, 2009			526,507			526,507
Balance, share at Sep. 30, 2009	10,000,000	6,282,273
Issuance of preferred stock, share
Issuance of preferred stock, value
Cancellation of common stock, share
Cancellation of common stock, value
Issuance of common stock, share
Issuance of common stock, value
Issuance of common stock for services, share
Issuance of common stock fro services, value
Imputed interest on shareholer advance
Net loss for the year					(12,669)	(12,669)
Balance, value at Sep. 30, 2010	10,000	6,282		146,465	(162,283)	464
Subscription receivable at Sep. 30, 2010
Balance, share at Sep. 30, 2010	10,000,000	6,282,273
Issuance of preferred stock, share
Issuance of preferred stock, value
Cancellation of common stock, share
Cancellation of common stock, value
Issuance of common stock, share
Issuance of common stock, value
Issuance of common stock for services, share		600,000
Issuance of common stock fro services, value		600		21,600		22,200
Imputed interest on shareholer advance
Net loss for the year					(34,547)	(34,547)
Balance, value at Sep. 30, 2011	10,000	6,882		168,065	(196,830)	(11,883)
Subscription receivable at Sep. 30, 2011
Balance, share at Sep. 30, 2011	10,000,000	6,882,273

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Income Taxes

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Income Taxes

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, 2011, the Company had US net operating loss carryforwards of approximately $196,830 for federal income tax purposes.

Deferred tax assets and liabilities are comprised of the following as of September 30, 2011:

Deferred income tax assets:
Tax effect of net operating loss carryforward	$	66,922
Valuation allowance		(66,922	)
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, 2011, the Company had net operating loss carryforward of approximately $196,830 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.

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Related Party Transactions

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Related Party Transactions

Note 4 - Related Party Transactions

For the twelve months ended September 30, 2011, Mr. Xuguang Sun, an officer and director of the Company, advanced $10,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

For the twelve months ended September 30, 2011, Mr. Shaojun Sun, an officer and director of the Company, advanced $1,000 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

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Share Capital

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Share Capital

Note 5 - Share Capital

On January 5, 2011, Sunrise issued 300,000 shares of its restricted common stock to a director and officer, Mr. Shaojun Sun for his services during the three month period ended December 31, 2010. These shares were valued at $11,100 based on their market value of $0.037 per share at closing on January 5, 2011, which is recorded as a contribution of capital for the value of the shares and an equivalent amount to stock based compensation.

On January 5, 2011, Sunrise issued 300,000 shares of its restricted common stock to a director and officer, Mr. Xuguang Sun for his services during the three month period ended December 31, 2010. These shares were valued at $11,100 based on their market value of $0.037 per share at closing on January 5, 2011, which is recorded as a contribution of capital for the value of the shares and an equivalent amount to stock based compensation. 

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Statements of Cash Flows (USD $)	12 Months Ended		72 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Cash Flows from Operating Activities:
Net Loss	$ (34,547)	$ (12,669)	$ (196,830)
Adjustments to reconcile net loss to net cash used in operating activities:
Stocks issued for services	22,200		68,031
Deprecation			3,795
Gain on extinguishment of accounts payable			(5,669)
Imputed interest on shareholder advance			2,711
(Increase) decrease in prepaid expenses		2,195
Increase (decrease) in interest receivable			(33,259)
Increase (decrease) in accounts payable	447	(391)	7,165
Net Cash Flows Used by Operations	(11,900)	(10,865)	(154,056)
Cash Flows from Investing Activities:
Purchase of assets			(1,795)
Net Cash Flows Used for Investing Activities			(1,795)
Cash Flows from Financing Activities:
Stocks issued for cash			3,045,464
Shares Rescinded			(2,400,000)
Issuance of note receivable			(500,000)
Advance from company officer	11,000	18	11,036
Net Cash Flows Provided by Financing Activities	11,000	18	156,500
Net Increase (Decrease) in Cash	(900)	(10,847)	649
Cash and cash equivalents - Beginning of period	1,549	12,396
Cash and cash equivalents - End of period	649	1,549	649
SUPPLEMENTARY INFORMATION
Interest Paid
Taxes Paid
Supplement disclosure of non cash investing and financing activities:
Reduction of note in connection with share recission			$ 500,000

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Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Summary of Significant Accounting Policies

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 was 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.

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, 2011 and 2010, there were no cash equivalents.

               Exploration Stage Mining Company

The Company complies with FASB guidelines 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.

Fair Value of 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, accounts payable and accrued liabilities, 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.

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, 2011 and 2010.

Basic and Diluted Net Loss Per Common 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.

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, 2011 and 2010.

Recently Issued Accounting Standards

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

In October 2009, 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 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 on January 1, 2011.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.

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Balance Sheets (USD $)	Sep. 30, 2011	Sep. 30, 2010
Current assets:
Cash	$ 649	$ 1,549
Total current assets	649	1,549
TOTAL ASSETS	649	1,549
Current liabilities:
Accounts payable	1,496	1,049
Advances from company officers	11,036	36
Total Current Liabilities	12,532	1,085
TOTAL LIABILITIES	12,532	1,085
Stockholders' Equity:
Preferred Stock, $.001par value; 10,000,000 shares authorized,10,000,000 shares issued and outstanding	10,000	10,000
Common Stock, $.001 par value; 190,000,000 shares authorized, 6,882,273 shares issued and outstanding at September 30, 2011; 6,282,273 shares issued and outstandingat September 30, 2010	6,882	6,282
Additional paid-in capital	168,065	146,465
Deficit accumulated during the exploration stage	(196,830)	(162,283)
Total Stockholders' Equity	(11,883)	464
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 649	$ 1,549