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EX-32.2 - Event Cardio Group Inc.ex32-2.htm
EX-31.1 - Event Cardio Group Inc.ex31-1.htm
EX-32.1 - Event Cardio Group Inc.ex32-1.htm
EX-31.2 - Event Cardio Group Inc.ex31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

x  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

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

Commission File Number: 0-52518

   SUNRISE HOLDINGS LIMITED
Exact name of small business issuer as specified in its charter

NEVADA
 
20-8051714
(State or other jurisdiction of
 
I.R.S. Employer
incorporation or organization)
 
Identification No.

1108 West Valley Blvd, STE 6-399
Alhambra, CA 91803
(Address of principal executive offices)

(626) 407-2618
Issuer's telephone number

Check whether the registrant (1) filed all documents and reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days Yes  x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_|                                Accelerated filer |_|
 
Non-accelerated filer |_|                            Smaller reporting company |X|
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x     No    o
 

 

 
 

 

 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes  o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,282,273 shares as of July 23, 2010.

Transitional Small Business Disclosure Format (Check one): Yes  o   No x


  
 
 

 

 
SUNRISE HOLDINGS LIMITED

INDEX

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

 
 
3
 
 

 
 
 PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS
 
SUNRISE HOLDINGS LIMITED
(an Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2010 AND SEPTEMBER 30, 2009
(Unaudited)

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

 
The accompanying notes are an integral part of these financial statements.
 
 
4
 
 

 

 
 
 SUNRISE HOLDINGS LIMITED
 (an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF EXPENSES
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND THE PERIOD
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2010
(Unaudited)

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

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

 
 

 

 

 SUNRISE HOLDINGS LIMITED
(an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND THE PERIOD
FROM OCTOBER 25, 2005 (INCEPTION) THROUGH JUNE 30, 2009
 (Unaudited)

               
October 25, 2005
 
   
For Nine Months Ended
   
(Inception) to
 
   
June 30,
   
March 31,
 
   
2010
   
2009
   
2010
 
                   
Cash Flows from Operating Activities:
                 
Net Loss
 
$
(10,104
)
 
$
(888
)
 
$
(159,719
)
Adjustments to reconcile net loss to net cash used in operating activities:
                 
       Stocks issued for services
   
-
     
-
     
45,831
 
       Deprecation
   
-
     
-
     
3,795
 
       Gain on extinguishment of accounts payable
   
-
     
-
     
(5,669
)
       Imputed interest on shareholder advance
   
-
     
-
     
2,711
 
   (Increase) decrease in prepaid expenses
   
1,646
     
900
     
(549
)
   Increase (decrease) in interest receivable
   
-
     
(6,752
)
   
(33,259
)
   Increase (decrease) in accounts payable
   
(541
)
   
-
     
6,569
 
                         
Net Cash Flows Used by Operations
   
(8,998
)
   
(6,740
)
   
(140,289
)
                         
Cash Flows from Investing Activities:
                       
    Purchase of assets
   
-
     
2,000
     
(1,795
)
                         
Net Cash Flows Used for Investing Activities
   
-
     
2,000
     
(1,795
)
                         
Cash Flows from Financing Activities:
                       
   Stocks issued for cash
   
-
     
-
     
3,045,464
 
   Shares Rescinded
   
-
     
(2,400,000
)
   
(2,400,000
)
   Issuance of note receivable
   
-
     
-
     
(500,000
)
   Repayment for advance from company officer
   
-
     
(99
)
   
(62,200
)
   Advance from company officer
   
18
     
18
     
62,236
 
                         
Net Cash Flows Provided by Financing Activities
   
18
     
(2,400,081
)
   
145,500
 
                         
Net Increase (Decrease) in Cash
   
(8,980
)
   
(2,404,821
)
   
3,416
 
                         
Cash and cash equivalents - Beginning of period
   
12,396
     
2,421,222
     
-
 
                         
Cash and cash equivalents - End of period
 
$
3,416
   
$
16,401
   
$
3,416
 
                         
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
   
$
500,000
 
 
 
  
See the accompany summary of accounting policies and notes to the financial statements.
    
 
 

 

 
SUNRISE HOLDINGS LIMITED
(an Exploration Stage Company)
 Notes To Consolidated Financial Statements
  (Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Sunrise Holdings Limited have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Sunrise's audited 2009 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Sunrise's 2009 annual financial statements have been omitted.

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements.

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

Recently Issued Accounting Standards

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

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260.  Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.  This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

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

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

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
 
Note 2 - Going Concern

Sunrise's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $159,719 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2010, all of which raise substantial doubt about Sunrise's ability to continue as a going concern.

Note 3 - Related Party Transactions

For the nine months ended June 30, 2010, an officer of the Company advanced $18 to the Company.  These advances are unsecured, non-interest bearing and have no fixed terms of repayment. No imputed interest was included due to the amount being immaterial.

 Note 4 - Subsequent Events

There have been no reportable subsequent events through the date of issuance of this report.
 

7
 
 

 

 
Item 2. Management's Discussion and Analysis of Financial Condition or Results of Operations

Forward-looking Information

This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

The following discussion should be read along with our financial statements as of June 30, 2010, which are included in another section of this document and with our Form 10-K as of September 30, 2009 which contains a more detailed discussion of our plan. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.

General

The following discussion and analysis summarizes the results of operations of Sunrise Holdings Limited, Inc. (the "Sunrise" or "we") for the three and nine months ended June 30, 2010.

Sunrise is a mining resource company that currently is working to identify and develop projects in Asia. At present, the Company doesn’t own any mining property and has no current operating income.

Results of Operations

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

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

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

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

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

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

Liquidity and Capital Resources

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



8
 
 

 

 
Management is currently looking for more capital to complete our corporate objectives. In addition, we may engage in joint activities with other companies. Sunrise cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business acquisition or whether its capital will be further depleted by its operating losses. Sunrise has some discussions concerning potential business cooperation or combination with other companies but no final agreement has been reached yet.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.
 
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
  
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer  and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange  Act") is recorded, processed, summarized  and reported within the required time periods and is accumulated and communicated to our management, including our principal executive  officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting
  
In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended June 30, 2010 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.
 

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PART II - OTHER INFORMATION

Item 1 Legal Proceedings

N/A

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3 Defaults Upon Senior Securities

N/A

Item 4 Submission of Matters to a Vote of Security Holders

N/A

Item 5 Other Information

N/A

Item 6 Exhibits

Exhibit Number, Name and/or Identification of Exhibit  

 
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
32.1
Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
32.2
Certification of the Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

 

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