Sunrise Real Estate Group Inc – ‘PRE 14C’ for 5/23/06

On:  Tuesday, 4/18/06, at 5:02pm ET   ·   For:  5/23/06   ·   Accession #:  1010549-6-218   ·   File #:  0-32585

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                5     17K 

Document Table of Contents

PRE 14C
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SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of
 the Securities Exchange Act of 1934

Check the appropriate box:                                                      

|X|  Preliminary Information Statement                                          

| |  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
14c-5(d)(2))                                                          

| |  Definitive Information Statement                                           

 Sunrise Real Estate Development Group, Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

|X|  None required                                                              

| |  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

1)   Title of each class of securities to which transaction applies:  
2)   Aggregate number of securities to which transaction applies:     
22,996,614                                                  
     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth  amount on which filing
fee is calculated and state how it was determined):         
4)   Proposed maximum aggregate value of transaction:                 
5)   Total fee paid:                                                  

| |  Fee paid previously with preliminary materials.                            

| |  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of the filing.                   

1)   Amount previously paid:                                          
2)   Form, Schedule or Registration Statement No.:                    
3)   Filing Party:                                                    
4)   Date Filed:                                                      

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Preliminary Information Statement                                               

 SUNRISE REAL ESTATE DEVELOPMENT GROUP, INC.
Suite 1502, No. 333 Zhaojiabang Road
 Shanghai, China PRC

 INFORMATION STATEMENT

**WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY**  

INTRODUCTION                                                                    
------------                                                                    

     This Information Statement is being furnished to the stockholders of record
of Sunrise Real Estate  Development  Group, Inc. (the "Company") as of April 25,
2006,  in  connection  with the  adoption of the  Articles of  Amendment  to the
Articles of  Incorporation  ("Articles of Amendment") by the written  consent of
the holders of a majority in interest of the Company's  voting stock  consisting
of the  Company's  outstanding  shares of  Common  Stock,  $0.01 par value  (the
"Stock").  On April 15, 2006,  the  Company's  Board of  Directors  approved and
recommended that the Articles of Incorporation be amended in order to:          

o    Change the name of the Company to Sunrise Real Estate Group, Inc.          

     The Articles of Amendment were approved by the written  consent dated April
15, 2006 of the stockholders  that own a majority of the outstanding  Stock, and
the  Articles of  Amendment  were filed with the Texas  Secretary of State on or
about  April  25,  2006,  with a  delaying  provision  that it will  not  become
effective until May 23, 2006.                                                   

     The  elimination  of the need for a  special  meeting  of  stockholders  to
approve the Articles of Amendment is made possible by Articles 9.10 of the Texas
Business  Corporation  Act ("TBCA"),  which provides that the written consent of
the  holders of  outstanding  shares of voting  stock,  having not less than the
minimum  number of votes  which would be  necessary  to  authorize  or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted,  may be substituted for such a special  meeting.  Pursuant to Article
9.10,  a majority of the  outstanding  shares of voting  stock  entitled to vote
thereon are required in order to amend the Company's  Articles of Incorporation.
In order to eliminate the costs and time  involved in holding a special  meeting
and in order to effect the  Articles of  Amendment as early as possible in order
to accomplish the purposes of the Company as hereafter  described,  the Board of
Directors of the Company voted to utilize the written  consent of the holders of
a majority in interest of the voting stock of the Company.                      

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     On April 25, 2006, there were 22,996,614,  outstanding  shares of Stock and
approximately  1,100  stockholders  of record.  The  approval of the Articles of
Amendment  requires  the  written  consent of the  holders of a majority  of the
outstanding  shares of Stock,  and each share of Stock was  entitled to one vote
with respect to the approval of the Articles of Amendment. By written consent in
lieu of a meeting  dated April 15,  2006,  holders of  11,731,332  shares of our
Stock,  representing  approximately 51.01% of our then outstanding voting power,
approved the Articles of Amendment.                                             

     Under applicable  federal securities laws, the Articles of Amendment cannot
become effected until at least 20 calendar days after this information statement
is sent or given to the  stockholders of the Company.  The  approximate  date on
which this information statement is first being sent or given to stockholders is
May 1, 2006.                                                                    

ARTICLES OF AMENDMENT                                                           
---------------------                                                           

     On April  15,  2006,  the  Board of  Directors  and  majority  shareholders
approved the Articles of Amendment to:                                          

o    Change the name of the Company to Sunrise Real Estate Group, Inc.          

     A copy of the  Articles  of  Amendment  is  attached  to  this  information
statement as Exhibit A.                                                         

     The  Company's  principal  business  involves  real  estate  brokerage  and
development.  Management believes that deleting "Development" from the Company's
name more accurately  reflects its general real estate  activities and therefore
is in the Company's best interest.                                              

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EXHIBIT A                                                                       
---------                                                                       

 ARTICLES OF AMENDMENT
 TO THE ARTICLES OF INCORPORATION OF SUNRISE REAL ESTATE
DEVELOPMENT GROUP, INC. 

     Pursuant  to  the   provisions  of  Article  4.04  of  the  Texas  Business
Corporation Act, the undersigned  corporation  adopts the following  Articles of
Amendment to the Articles of Incorporation:                                     

 ARTICLE ONE

    The name of the Corporation is Sunrise Real Estate Development Group, Inc.

 ARTICLE TWO

     The  following  amendment to the Articles of  Incorporation  was adopted on
April  15,  2006 by the  Board  of  Directors  and by  consent  of the  majority
shareholders  of the  Corporation  for the purpose of  changing  the name of the
Corporation to "Sunrise Real Estate Group, Inc."                                

     Article One is hereby deleted in its entirety and replaced by the following
language:                                                                       

"Article One

A. The name of the Corporation is Sunrise Real Estate Group, Inc."    

 ARTICLE THREE

     The  number of shares of the  Corporation  outstanding  at the time of such
adoption was  22,996,614;  and the number of shares entitled to vote thereon was
22,996,614.                                                                     

ARTICLE FOUR

     The holders of a majority  of the shares of common  stock  outstanding  and
entitled to vote on said amendment have signed a consent in writing  pursuant to
Article 9.10 of the Texas Business  Corporation  Act adopting such amendment and
any written notice to shareholders required by Article 9.10 has been given.     

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ARTICLE FIVE

     This amendment to the Articles of Incorporation of the Corporation has been
approved in the manner required by the Texas Business Corporation Act and by the
constituent documents of the Corporation.                                       

 ARTICLE SIX

     This amendment to the Articles of Incorporation of the Corporation shall be
effective on May 23, 2006.                                                      

Dated: April 25, 2006                                                           

                                     Sunrise Real Estate Development Group, Inc.

         By: /s/ Lin, Chi-Jung
                                     -------------------------------------------
                       Lin, Chi-Jung, President, CEO

--

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
For Period End:		5/23/06		2		5			DEF 14A,  DEF 14C
		5/1/06		3
		4/25/06		2		5
Filed on:		4/18/06
		4/15/06		2		4
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/04/06  SEC                               UPLOAD¶    10/18/17    1:5K   Sunrise Real Estate Group Inc.