Sunrise Real Estate Group Inc – ‘424B3’ on 5/12/06

On:  Friday, 5/12/06, at 2:29pm ET   ·   Accession #:  1010549-6-276   ·   File #:  333-131821

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            53    246K 

Document Table of Contents

424B3
1st Page of 53
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
PROSPECTUS

 SUNRISE REAL ESTATE DEVELOPMENT GROUP, INC.
 10,739,880 SHARES OF COMMON STOCK

This  prospectus  covers an aggregate of  10,739,880  outstanding  shares of our
common  stock,  which  will be sold,  from time to time by some of our  existing
shareholders.  We will not receive any of the proceeds  from these  shareholders
when they sell their shares of common stock.                                    

Our common stock is traded on the NASD Over-the-Counter Bulletin Board under the
symbol  "SRRE".  On March 31, 2006,  the last  reported sale price of our common
stock was $2.20 per share. We have issued and outstanding  22,996,614  shares of
common stock as of April 19, 2006.                                              

The securities offered hereby are speculative and involve a high degree of risk.
You should read "Risk Factors", beginning on page 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
 PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

April 28, 2006

The  information  in this  prospectus  is not complete  and may be changed.  The
Selling  Shareholders  may not sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these securities and the Selling Shareholders
are not soliciting offers to buy these securities in any jurisdiction  where the
offer or sale is not permitted.                                                 

1 

424B3
2nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 2nd
(Prospectus inside cover page)
 10,739,880 shares
 SUNRISE REAL ESTATE DEVELOPMENT GROUP, INC.
 TABLE OF CONTENTS

                                                                            Page
The Company                                                                   3 
Risk Factors                                                                  4 
Use of Proceeds                                                              13 
Selling Shareholders                                                         14 
Plan of Distribution                                                         15 
Market For Our Common Stock                                                  16 
Management's Discussion and Analysis of Financial Condition                     
 and Results of Operations                                                  18
Description of Business                                                      23 
Property                                                                     26 
Management                                                                   29 
Executive Compensation and Other Information                                 32 
Employee Incentive Stock Options                                             33 
Certain Relationships and Related Transactions                               33 
Security Ownership of Principal Shareholders and Management                  33 
Description of Common Stock                                                  34 
Legal Matters                                                                34 
Experts                                                                      34 
Disclosure Regarding Forward-Looking Statements                              34 
Where You Can Get More Information                                           36 
Consolidated Financial Statements                                            37 

424B3
3rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 THE COMPANY

We are a provider of real estate  brokerage  services in connection  with office
and multifamily properties, real estate marketing services, and property leasing
and  management  services  in the  People's  Republic of China (the  "PRC").  We
operate  through a tier of  subsidiaries.  The  Registrant,  Sunrise Real Estate
Development   Group,    Inc.,   a   Texas   corporation,    hereinafter   called
"Sunrise-Texas",   has  no  operations.   Sunrise-Texas  has  two  wholly  owned
subsidiaries,  Sunrise Real Estate  Development  Group,  Inc., a Cayman  Islands
corporation,  hereinafter called "Sunrise-Cayman",  and LIN RAY YANG Enterprise,
Ltd.,  a British  Virgin  Islands  company,  hereinafter  called "Lin Ray Yang".
Neither Sunrise-Cayman nor Lin Ray Yang has operations.                         

Sunrise-Cayman owns all of the capital stock of Shanghai Xin Ji Yang Real Estate
Consultation Co. Ltd., an entity formed under the laws of the People's  Republic
of  China,  hereinafter  called  "Shanghai  Xin Ji Yang".  Shanghai  Xin Ji Yang
markets  or  brokers  commercial  and  multifamily  residential  properties  for
non-affiliated  real  estate  developers.  Sunrise-Cayman  also  owns  5% of the
capital  stock of Suzhou Xin Ji Yang Real  Estate  Agency Co.,  Ltd.,  an entity
formed  under the laws of the  People's  Republic of China,  hereinafter  called
"Suzhou  Xin Ji Yang".  Shanghai  Xin Ji Yang owns 75% of the  capital  stock of
Suzhou Xin Ji Yang.  Suzhou Xin Ji Yang is an exclusive  agency primary marketer
of new  residential  and commercial  real estate  developments in Suzhou and its
surrounding area.                                                               

Shanghai  Xin Ji Yang also owns 85% of the capital  stock of Beijing Xin Ji Yang
Real Estate  Agency Co.,  Ltd.,  an entity formed under the laws of the People's
Republic of China, hereinafter called "Beijing Xin Ji Yang". Beijing Xin Ji Yang
provides agency sales,  marketing as well as consulting services for real estate
developers.                                                                     

Lin Ray Yang owns all of the capital  stock of  Shanghai  Shang Yang Real Estate
Consultation  Company Limited,  an entity formed under the People's  Republic of
China,  hereinafter  called "Shanghai Shang Yang".  Shanghai Shang Yang provides
marketing  services to real estate  developers  and also  invests in real estate
development  projects in China.  Lin Ray Yang also owns 80% of the capital stock
of Suzhou Gao Feng Hui Property  Management  Company  Limited,  an entity formed
under the laws of the People's Republic of China, hereinafter called "Suzhou Gao
Feng". Suzhou Gao Feng provides rental,  management and maintenance  services to
office and multifamily residential property owners.                             

Sunrise Real Estate  Development  Group, Inc. was incorporated in Texas,  United
States of  America,  on October 10,  1996,  and was  formerly  known as Parallax
Entertainment,  Inc. Our principal  executive officers are located at Suite 701,
No. 333 Zhaojiabang  Road,  Shanghai,  People's Republic of China. Our telephone
number is 011 86 (21) 64 220505.                                                

Our organizational chart is as follows:                                         

 Sunrise Real Estate
 Development Group, Inc.
 |
------------------------------------------------        
| 100%                                      | 100%  
Sunrise Real Estate                            LIN RAY YANG           
-- Development Group, Inc.                       Enterpise Ltd., BVI            
|          Cayman                  100%                   |              80%    
|             |                -------------------------------------------------
|             | 100%                     |                            |         
| Shanghai Xin Ji Yang Real       Shanghai Shang Yang        Suzhou Gao Feng Hui
|    Estate Consultation       Real Estate Consultation      Property Management
|      Company Limited             Company Limited             Company Limited  
|             |                                                                 
|             |---------------------------------|                               
|5%           |75%                              |85%                            
|Suzhou Xin Jin Yang                      Beijing Xin Ji Yang                   
Real Estate Agency                       Real Estate Agency                   
Co, Ltd.                                 Co, Ltd.                 

3 

424B3
4th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 4th
RISK FACTORS

An investment in our shares as offered in this prospectus involves a high degree
of risk. In deciding  whether to purchase shares of our common stock, you should
carefully consider the following risk factors,  in addition to other information
contained in this  prospectus.  This  prospectus  also contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those discussed here.  Factors that could cause or contribute to
differences in our actual results  include those  discussed in this section,  as
well as those discussed elsewhere in this prospectus.                           

We have  identified  a number of risk factors  that you should  consider  before
investing  in  Sunrise-Texas.  These  factors,  among  others,  may cause actual
results, events or performance to differ materially from those expressed in this
prospectus or in press releases or other public disclosures. Investors should be
aware of the existence of these factors.                                        

RISKS RELATING TO THE SUNRISE-TEXAS GROUP                                       

Sunrise-Texas is a holding company and depends on its subsidiaries' cash flow to
meet its obligations.                                                           

Sunrise-Texas  is a  holding  company,  and it  conducts  all of its  operations
through  its  subsidiaries.  As a result,  its  ability to meet any  obligations
depends  upon its  subsidiaries'  cash flow and  payment of funds as  dividends,
loans, advances or other payments. In addition,  the payment of dividends or the
making of loans,  advances or other payments to Sunrise Real Estate  Development
Group, Inc. may be subject to regulatory or contractual restrictions.           

Our invoicing for commissions may be delayed.                                   

Generally,  we recognize our commission revenues after the contracts signed with
developers  are completed and  confirmations  are received from the  developers.
However,  sometimes we do not  recognize  income even when we have  rendered our
services for any of the following reasons:                                      

|X|      The developers have not received payments from potential purchasers who
have promised to pay the outstanding sum by cash;             
|X|      The  purchasers,  who  need to  obtain  mortgage  financing  to pay the
         outstanding  balance due, are unable to obtain the necessary  financing
from their banks;                                             
|X|      Banks are sometimes unwilling to grant the necessary bridge loan to the
         developers in time due to the developers' relatively low credit rating;
|X|      The  developers  tend to be in  arrears  with  sales  commissions  and,
         therefore,  do not grant  confirmation to us to be able to invoice them
accordingly.                                                  

Development  of new business may stretch our cash flow and strain our  operation
efficiency.                                                                     

At the end of 2004,  we  established  a joint  venture with SIP  Hi-Dragon  Real
Estate Development Co., Ltd. - Suzhou Gao Feng Hui Property Management Co. Ltd.-
to expand our  business.  Our  proportionate  amount of investment in Suzhou Gao
Feng is 80%.  The  business  scope  of the new  company  is to  provide  rental,
management  and  maintenance  services  to office  and  multifamily  residential
property owners. We have little  experience with some of these activities.  Such
expansion  and the need to integrate  operations  arising from the expansion may
place  a  significant  strain  on  our  managerial,  operational  and  financial
resources,  and will further  contribute  to a needed  increase in our financial
needs.                                                                          

Risks associated with a Guaranteed Return Promotion.                            

In order to sell out the underwritten property of the Sovereign Building Project
as  scheduled,  we launched a promotional  package at the end of November  2004.
This promotional  package allows property buyers and investors to enjoy a 5 or 8
year guaranteed rental return at 8.5% or 8.8% of the property purchase costs per
annum  for a  leasing  period  of 5 or 8  years,  respectively.  The  return  is
guaranteed by our 80% owned  subsidiary,  Suzhou Gao Feng.  However,  we may not
successfully  sublease the  targeted  properties  at prices  higher than what we
committed as per the promotional  package.  Our failure to do so could adversely
affect our financial condition.  In addition, one of our subsidiaries,  Shanghai
Shang Yang Real Estate Consultation Co., Ltd., must bear joint liability for any
guaranteed investment return agreements that Suzhou Gao Feng may enter into with
any property owners. If Suzhou Gao Feng fails to fulfill the agreement, Shanghai
Shang Yang's financial condition may also be adversely affected.                

4 

424B3
5th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 5th
Our acquisition of new property may involve risks.                              

On November  18,  2004,  Shanghai  Shang Yang  entered  into sales and  purchase
agreements to acquire two floors of the Suzhou Property  Underwriting Project at
a total  consideration of $3,036,946.  On October 18, 2005,  Shanghai Shang Yang
entered into sales and purchase agreements to acquire one floor and six units of
the same building at a total consideration of $12,804,265. On November 29, 2005,
Suzhou Xin Ji Yang  entered  into sales and  purchase  agreements  to acquire an
additional floor of the same building at a total consideration of $1,735,497. We
decided two floors will be held for sale, one floor will be held for our own use
and the remaining  properties will be held for long-term  investment purpose. As
of January 5, 2006,  deposits  amounting  to  $13,841,214  have been paid to the
property developer. The remaining balance of $3,735,494 will be payable upon the
completion  of these  properties.  In  accordance  with the sales  and  purchase
agreements,  the  properties  under  development  will be completed on or before
April 30, 2006.  These  acquisitions  involve several risks  including,  but not
limited to, the following:                                                      

a.       The  acquired  property  may not perform as well as we expected or ever
become profitable.                                            
b.       Improvements to the properties may ultimately cost  significantly  more
than we had estimated.                                        
c.       If we are unable to generate  sufficient cash flow from operations,  we
         may  not  be  able  to  pay  timely  the  remaining  balance  of  these
properties.                                                   

Additional acquisitions might harm our business.                                

As part of our business strategy, we may seek to acquire or invest in additional
businesses,  products, services or technologies that we feel could complement or
expand our business. If we identify an appropriate acquisition  opportunity,  we
might be unable to negotiate the terms of that acquisition successfully, finance
it, or integrate it into our existing  business and  operations.  We may also be
unable to  select,  manage  or  absorb  any  future  acquisitions  successfully.
Further, the negotiation of potential  acquisitions,  as well as the integration
of an acquired  business,  would divert management time and other resources.  We
may have to use a  substantial  portion of our  available  cash to consummate an
acquisition.   If  we  consummate   acquisitions  through  an  exchange  of  our
securities,  our shareholders could suffer significant dilution. In addition, we
cannot  assure  you  that  any  particular  acquisition,  even  if  successfully
completed, will ultimately benefit our business.                                

Our real estate investments are subject to numerous risks.                      

We are  subject  to the  risks  that  generally  relate to  investments  in real
property.  The  investment  returns  available  from equity  investments in real
estate  depend  in  large  part on the  amount  of  income  earned  and  capital
appreciation  generated  by the  related  properties,  as well  as the  expenses
incurred.  In addition, a variety of other factors affect income from properties
and real estate values, including governmental regulations,  insurance,  zoning,
tax and  eminent  domain  laws,  interest  rate levels and the  availability  of
financing.  For example, new or existing real estate zoning or tax laws can make
it more  expensive  and/or  time-consuming  to develop real  property or expand,
modify  or  renovate  properties.  When  interest  rates  increase,  the cost of
acquiring,  developing, expanding or renovating real property increases and real
property  values may  decrease  as the  number of  potential  buyers  decreases.
Similarly,  as financing becomes less available,  it becomes more difficult both
to acquire and to sell real property.  Finally,  governments  can, under eminent
domain laws, take real property.  Sometimes this taking is for less compensation
than the owner believes the property is worth. Any of these factors could have a
material adverse impact on our results of operations or financial condition.  In
addition,  equity real estate  investments,  such as the investments we hold and
any additional  properties that we may acquire, are relatively difficult to sell
quickly.  If our properties do not generate revenue sufficient to meet operating
expenses,  including debt service and capital  expenditures,  our income will be
reduced.                                                                        

Competition,  economic conditions and similar factors affecting us, and the real
estate industry in general could affect our performance.                        

Our  properties  and business are subject to all  operating  risks common to the
real estate industry. These risks include:                                      

    |X|      Adverse effects of general and local economic conditions;
         |X|      Increases in operating  costs  attributable  to inflation  and
other factors; and                          
|X|      Overbuilding in certain property sectors.            

These factors could adversely affect our revenues,  profitability and results of
operations.                                                                     

We operate in a highly competitive environment.                                 

Our  competitors  may be able to adapt more quickly to changes in customer needs
or to devote  greater  resources  than we can to  developing  and  expanding our
services.  Such competitors could also attempt to increase their presence in our

5 

424B3
6th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 6th
markets by forming strategic  alliances with other competitors,  by offering new
or improved  services or by  increasing  their efforts to gain and retain market
share through competitive pricing. As the market for our services matures, price
competition and penetration into the market with intensify. Such competition may
adversely affect our gross profits, margins and results of operations. There can
be no assurance  that we will be able to continue to compete  successfully  with
existing or new competitors.                                                    

We may be unable to effectively manage our growth.                              

We will need to manage our growth  effectively,  which may entail  devising  and
effectively  implementing  business and integration plans, training and managing
our growing workforce,  managing our costs and implementing adequate control and
reporting systems in a timely manner. We may not be able to successfully  manage
our growth or to integrate and assimilate any acquired business operations.  Our
failure to do so could  affect our success in executing  our  business  plan and
adversely affect our revenues, profitability and results of operations.         

If we fail to  successfully  manage our planned  expansion  of  operations,  our
growth  prospects  will be diminished  and our operating  expenses  could exceed
budgeted amounts.                                                               

Our ability to offer our  services in an evolving  market  requires an effective
planning and management  process.  We have expanded our operations rapidly since
inception,  and we intend to continue to expand them in the foreseeable  future.
This rapid growth places  significant  demand on our managerial and  operational
resources and our internal training  capabilities.  In addition, we have hired a
significant  number of  employees  and plan to further  increase  our total work
force. This growth will continue to substantially burden our management team. To
manage growth effectively, we must:                                             

         |X|      Implement  and improve our  operational,  financial  and other
           systems, procedures and controls on a timely basis; and
         |X|      Expand, train and manage our workforce, particularly our sales
and marketing and support organizations.    

We cannot be certain that our systems,  procedures and controls will be adequate
to support our current or future  operations or that our management will be able
to handle such  expansion and still achieve the execution  necessary to meet our
growth expectations. Failure to manage our growth effectively could diminish our
growth  prospects  and could result in lost  opportunities  as well as operating
expenses exceeding the amount budgeted.                                         

We may be unable to maintain  internal funds or obtain financing or renew credit
facilities in the future.                                                       

Our real estate underwriting  operation requires significant  capital.  Adequate
financing  is one of the major  factors  which can affect our ability to execute
our  business  plan in this  regard.  We finance  our  business  mainly  through
internal funds and bank loans and,  currently,  we are preparing to raise equity
funds.  There is no guarantee that we will always have internal funds  available
for future developments or that we will not experience difficulties in obtaining
financing and renewing credit  facilities  granted by financial  institutions in
the future. In addition, there may be a delay in equity fund raising activities.
Our access to obtain debt or equity financing depends on the banks'  willingness
to lend and on  conditions  in the  capital  markets,  and we may not be able to
secure additional  sources of financing on commercially  acceptable terms, if at
all.                                                                            

We may need to raise  additional  capital  that  may not be  available  on terms
favorable to us, if at all.                                                     

We may need to raise additional  capital in the future, and we cannot be certain
that we will be able to obtain  additional  financing on favorable  terms, if at
all. If we cannot raise  additional  capital on acceptable  terms, we may not be
able to develop or enhance our services,  take advantage of future opportunities
or respond to  competitive  pressures or  unanticipated  requirements.  To fully
realize  our  business  objectives  and  potential,  we may  require  additional
financing.  We cannot be sure that we will be able to secure  the  financing  we
will require,  or that it will be available on favorable terms. If we are unable
to  obtain  any  necessary  additional   financing,   we  will  be  required  to
substantially  curtail our approach to  implementing  our  business  objectives.
Additional financing may be debt, equity or a combination of debt and equity. If
equity, it could result in significant dilution to our shareholders.            

Our  operations  and growth  prospects  may be  significantly  impeded if we are
unable  to  retain  our key  personnel  or  attract  additional  key  personnel,
particularly since experienced  personnel and new skilled personnel are in short
supply.                                                                         

Competition  for key  personnel  is  intense.  As a small  company,  our success
depends on the service of our executive  officers,  and other skilled managerial
and  technical  personnel,  and our ability to attract,  hire,  train and retain
personnel. There is always the possibility that certain of our key personnel may

6 

424B3
7th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 7th
terminate  their  employment  with us to work for one of our  competitors at any
time for any reason.  There can be no assurance  that we will be  successful  in
attracting and retaining key personnel.  The loss of services of one or more key
personnel could have a material adverse effect on us and would materially impede
the operation and growth of our business.                                       

If our partnering  developers  experience  financial or other difficulties,  our
business and revenues could be adversely affected.                              

Currently, Shanghai Xin Ji Yang is a major contributor in terms of both revenues
and net income. As a service-based company, Shanghai Xin Ji Yang greatly depends
on  the  working   relationships   and  agency  contracts  with  its  partnering
developers.  We are  exposed to the risks  that our  partnering  developers  may
experience  financial or other  difficulties,  which may affect their ability or
will to carry out any existing  development  projects or resell contracts,  thus
delaying or canceling the  fulfillment  of their agency  contracts with Shanghai
Xin Ji  Yang.  Any  of  these  factors  could  adversely  affect  our  revenues,
profitability and results of operations.                                        

If we fail  to  establish  and  maintain  strategic  relationships,  the  market
acceptance of our services, and our profitability, may suffer.                  

To offer  services to a larger  customer base, our direct sales force depends on
strategic partnerships, marketing alliances, and partnering developers to obtain
customer  leads  and  referrals.  If we are  unable  to  maintain  our  existing
strategic   relationships   or  fail  to   enter   into   additional   strategic
relationships,  we will  have to  devote  substantially  more  resources  to the
marketing of our services. We would also lose anticipated customer introductions
and  co-marketing  benefits.  Our success  depends in part on the success of our
strategic  partners and their  ability to market our services  successfully.  In
addition,  our strategic partners may not regard us as significant for their own
businesses.  Therefore,  they could reduce their  commitment  to us or terminate
their   respective   relationships   with  us,  pursue  other   partnerships  or
relationships,  or attempt to develop or acquire  services that compete with our
services.  Even if we succeed in establishing these relationships,  they may not
result in additional customers or revenues.                                     

We are subject to the risks associated with investments through joint ventures. 

Three  of our  subsidiaries  are  owned  by  joint  ventures  in  which  we have
controlling  interests.  We may enter into similar joint ventures in the future.
Any joint venture  investment  involves risks such as the  possibility  that the
co-venturer  may seek relief under  federal or state  insolvency  laws,  or have
economic or business  interests or goals that are inconsistent with our business
interests  or goals.  While the  bankruptcy  or  insolvency  of our  co-venturer
generally  should not disrupt the operations of the joint  venture,  we could be
forced to  purchase  the  co-venturer's  interest  in the joint  venture  or the
interest could be sold to a third party.  Additionally,  we may enter into joint
ventures in the future in which we have non-controlling  interests. If we do not
have control over a joint  venture,  the value of our investment may be affected
adversely by a third party that may have different goals and  capabilities  than
ours.  It may also be  difficult  for us to exit a joint  venture that we do not
control after an impasse. In addition,  a joint venture partner may be unable to
meet its economic or other  obligations  and we may be required to fulfill those
obligations.                                                                    

We are subject to risks relating to acts of God, terrorist activity and war.    

Our operating income may be reduced by acts of God, such as natural disasters or
acts of terror, in locations where we own and/or operate significant  properties
and areas from which we draw customers and partnering developers.  Some types of
losses, such as from earthquake, hurricane, terrorism and environmental hazards,
may be either  uninsurable or too expensive to justify insuring against.  Should
an uninsured loss or a loss in excess of insured limits occur, we could lose all
or a portion of the capital we have invested in any particular property, as well
as any  anticipated  future revenue from such property.  In that event, we might
nevertheless   remain  obligated  for  any  mortgage  debt  or  other  financial
obligations  related to the property.  Similarly,  wars (including the potential
for  war),   terrorist  activity  (including  threats  of  terrorist  activity),
political  unrest  and  other  forms of  civil  strife  as well as  geopolitical
uncertainty have caused in the past, and may cause in the future, our results to
differ materially from anticipated results.                                     

We have limited business insurance coverage in China.                           

The  insurance  industry  in China is  still at an early  stage of  development.
Insurance  companies in China offer limited business  insurance  products.  As a
result, we do not have any business  liability or disruption  insurance coverage
for our  operations  in China.  Any business  disruption,  litigation or natural
disaster might result in substantial costs and diversion of resources.          

7 

424B3
8th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 8th
RISKS RELATING TO OUR SECURITIES                                                

Our  controlling  shareholders  could  take  actions  that are not in the public
shareholders' best interests.                                                   

Ace Develop Properties Limited directly controls 38.6% of our outstanding common
stock  and  Lin  Chi-Jung,  our  Chairman,  is  the  principal  and  controlling
shareholder  of Ace Develop  Properties  Limited.  Accordingly,  pursuant to our
Articles of Incorporation  and bylaws,  Ace Develop  Properties  Limited and Lin
Chi-Jung, by virtue of their controlling  ownership of share interests,  will be
able to exercise substantial control over our business by directly or indirectly
voting at either  shareholders  meetings or the board of  directors  meetings in
matters of significance  to us and our public  shareholders,  including  matters
relating to:                                                                    

|X|      Election of directors and officers;                  
      |X|      The amount and timing of dividends and other distributions;
|X|      Acquisition of or merger with another company; and   
    |X|      Any proposed Amendments to our Articles of Incorporation.

Our quarterly  results depend on a small number of large contracts,  so the loss
of any single  contract  could harm those  results  and cause our stock price to
drop.                                                                           

Each  quarter,  we derive a  significant  portion of our  revenues  from a small
number of  relatively  large  contracts or orders.  As a result,  our  operating
results  could suffer if any larger  orders or contracts are delayed or canceled
in any  future  period.  We expect  that we will  continue  to depend on a small
number  of large  orders  and/or  contracts  for a  significant  portion  of our
revenues.                                                                       

Future sales of our common stock could adversely affect our stock price.        

If our shareholders  sell substantial  amounts of our common stock in the public
market  after this  offering,  the market  price of our  common  stock  could be
adversely  affected.  In  addition,  the sale of these  shares  could impair our
ability to raise capital through the sale of additional equity securities.      

We are listed on the OTC Bulletin Board, which can be a volatile market.        

Our common  stock is quoted on the OTC  Bulletin  Board,  a NASD  sponsored  and
operated  quotation system for equity  securities.  It is a more limited trading
market than the Nasdaq SmallCap, and timely, accurate quotations of the price of
our common stock may not always be available.  You may expect  trading volume to
be low in such a market.  Consequently,  the  activity  of only a few shares may
affect the market and may result in wide swings in price and in volume.         

We may be subject to exchange rate fluctuations.                                

A majority of our revenues are received, and a majority of our operating costs  
are incurred, in Renminbi. Because our financial statements are presented in    
U.S. Dollars, any significant fluctuation in the currency exchange rates between
the Renminbi and the U.S. Dollar will affect our reported results of operations.
We do not currently engage in currency-hedging transactions.                    

Trading of our common stock is limited,  which may make it difficult  for you to
sell your shares at times and prices that you feel are appropriate.             

Trading of our common stock has been extremely  limited.  This adversely effects
the  liquidity  of our common  stock,  not only in terms of the number of shares
that can be bought and sold at a given  price,  but also  through  delays in the
timing of  transactions  and  reduction  in security  analysts'  and the media's
coverage of us. This may result in lower  prices for our common stock than might
otherwise be obtained and could also result in a larger  spread  between the bid
and asked prices for our common stock.                                          

There is a limited  market for our common stock and an active trading market for
our common stock may never develop.                                             

Trading in our common stock has been limited and has been  characterized by wide
fluctuations in trading  prices,  due to many factors that may have little to do
with a company's operations or business prospects.                              

8 

424B3
9th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 9th
Because  it may be a "penny  stock," it will be more  difficult  for you to sell
shares of our common stock.                                                     

In addition,  our common stock may be considered a "penny stock" under SEC rules
because  it has been  trading  on the OTC  Bulletin  Board at prices  lower than
$1.00.  Broker-dealers  who sell penny stocks must provide  purchasers  of these
stocks with a standardized  risk-disclosure  document  prepared by the SEC. This
document  provides  information  about penny  stocks and the nature and level of
risks involved in investing in the penny-stock market. A broker must also give a
purchaser,  orally or in  writing,  bid and  offer  quotations  and  information
regarding broker and salesperson compensation, make a written determination that
the penny  stock is a  suitable  investment  for the  purchaser,  and obtain the
purchaser's written agreement to the purchaser. Broker-dealers also must provide
customers  that hold penny stocks in their accounts with such  broker-dealers  a
monthly statement  containing price and market information relating to the penny
stock.  If a penny stock is sold to you in  violation  of the penny stock rules,
you may be able to cancel your purchase and get your money back. The penny stock
rules may make it difficult  for you to sell your shares of our stock,  however,
and  because of the rules,  there is less  trading  in penny  stocks.  Also many
brokers  simply  choose  not  to   participate   in  penny-stock   transactions.
Accordingly,  you may not always be able to resell  shares of our  common  stock
publicly at times and prices that you feel are appropriate.                     

Our stock  price is, and we expect it to remain,  volatile,  which  could  limit
investors' ability to sell stock at a profit.                                   

Since the completion of the Sunrise-Texas -  Sunrise-Cayman/Lin  Ray Yang merger
transactions  the  market  price of our common  stock has ranged  from a high of
$10.01 per share to a low of $0.21 per share.  The  volatile  price of our stock
makes it difficult for investors to predict the value of our investment, to sell
shares at a profit at any given time, or to plan purchases and sales in advance.
A variety of factors  may affect  the market  price of our common  stock.  These
include, but are not limited to:                                                

         |X|      Announcements   of  new   technological   innovations  or  new
 commercial services by our competitors or us;
|X|      Developments concerning proprietary rights;          
         |X|      Regulatory   developments   in  Mainland   China  and  foreign
countries;                                  
         |X|      Period-to-period   fluctuations  in  our  revenues  and  other
results of operations;                      
|X|      Economic or other crises and other external factors; 
     |X|      Changes in financial estimates by securities analysts; and
|X|      Sales of our common stock.                           

We will  not be able to  control  many of these  factors,  and we  believe  that
period-to-period  comparisons of our financial  results will not  necessarily be
indicative of our future performance.                                           

In  addition,  the stock  market in general has  experienced  extreme  price and
volume  fluctuations  that may have been unrelated and  disproportionate  to the
operating performance of individual  companies.  These broad market and industry
factors may seriously  harm the market price of our common stock,  regardless of
our operating performance.                                                      

Because we do not expect to pay dividends,  you will not realize any income from
an  investment  in our common  stock  unless  and until you sell your  shares at
profit.                                                                         

We have never paid  dividends on our common stock and do not  anticipate  paying
any dividends in the foreseeable future. You should not rely on an investment in
our stock if you require dividend income.  Further, you will only realize income
on an investment in our stock in the event you sell or otherwise dispose of your
shares at a price  higher than the price you paid for your  shares.  Such a gain
would  result  only from an increase  in the market  price of our common  stock,
which is uncertain and unpredictable.                                           

We intend to  retain  all of our  earnings  for use in our  business  and do not
anticipate paying any cash dividends in the near future.                        

We have not  declared  or paid any  cash  dividends  on our  capital  stock.  We
currently intend to retain all of our earnings,  if any, for use in our business
and do not anticipate paying any cash dividends in the foreseeable  future.  The
payment  of any  future  dividends  will be at the  discretion  of the  Board of
Directors and will depend upon a number of factors,  including  future earnings,
the success of our business  activities,  general financial condition and future
prospects, in addition to our general business conditions and such other factors
as our Board of Directors may deem relevant.                                    

9 

424B3
10th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 10th
RISKS  RELATING TO THE REAL ESTATE  INDUSTRY IN YANGTZE DELTA AND OTHER AREAS OF
THE PRC                                                                         

The real  estate  market in  Yangtze  Delta and other  areas of the PRC is at an
early stage of development.                                                     

We are subject to real estate market conditions in the PRC generally and Yangtze
Delta in  particular.  Private  ownership  of property in the PRC is still at an
early stage of development.  Although there is a perception that economic growth
in the PRC and the higher  standard  of living  resulting  from such growth will
lead to a greater  demand for private  properties in the PRC, it is not possible
to  predict  with  certainty  that such a  correlation  exists  as many  social,
political,  economic,  legal and other factors may affect the development of the
property market.                                                                

The PRC  property  market,  including  the Yangtze  Delta  property  market,  is
volatile and may  experience  oversupply and property  price  fluctuations.  The
central and local  governments  frequently  adjust  monetary and other  economic
policies to prevent and curtail the overheating of the PRC and local  economies,
and such economic adjustments may affect the real estate market in Yangtze Delta
and other parts of China.  Furthermore,  the central and local  governments from
time to time make  policy  adjustments  and adopt new  regulatory  measures in a
direct  effort to control  the over  development  of the real  estate  market in
China,  including  Yangtze  Delta.  Such  policies may lead to changes in market
conditions,  including  price  instability and imbalance of supply and demand of
residential  properties,  which may materially adversely affect our business and
financial  conditions.  Also,  there is no assurance that there will not be over
development in the property  sector in Yangtze Delta and other parts of China in
the future.  Any future over development in the property sector in Yangtze Delta
and other parts of China may result in an oversupply of properties and a fall of
property  prices in  Yangtze  Delta or any of our  other  markets,  which  could
adversely affect our business and financial condition.                          

We face  increasing  competition,  which  may  adversely  affect  our  revenues,
profitability and results of operations.                                        

In recent years,  a large number of property  companies  have begun  undertaking
property  sales and  investment  projects in Yangtze  Delta and elsewhere in the
PRC, some of which may have better track records and greater financial and other
resources than we do. The intensity of the competition may adversely  affect our
business and financial position. In addition,  the real estate market in Yangtze
Delta and elsewhere in the PRC is rapidly changing.  If we cannot respond to the
changes  in  the  market   conditions  more  swiftly  or  effectively  than  our
competitors do, our business and financial position will be adversely affected. 

If the availability or attractiveness of mortgage  financing were  significantly
limited,  many of our  prospective  customers  would not be able to purchase the
properties thus adversely affecting our business and financial position.        

Mortgages  are becoming  increasingly  popular as a means of financing  property
purchases in the PRC. An increase in interest rates may  significantly  increase
the cost of mortgage financing,  thus reducing the affordability of mortgages as
a source of financing for residential property purchases. The PRC government has
increased the down payment  requirements  and imposed  certain other  conditions
that make mortgage  financing  unavailable  or  unattractive  for some potential
property  purchasers.  There is no assurance that the down payment  requirements
and  other  conditions  will not be  further  revised.  If the  availability  or
attractiveness of mortgage financing is significantly limited even more, many of
our prospective customers would not be able to purchase the properties and, as a
result, our business and future prospects would be adversely affected.          

Our future  prospects  are  heavily  dependent  on the  performance  of property
sectors in specific geographical areas.                                         

The  properties  we resell and  intend to invest in are mainly  based in Yangtze
Delta,  especially  in Shanghai.  Our future  prospects  are  therefore  heavily
dependent on the continued  growth of the property  sector around Yangtze Delta,
and our business may be affected by any adverse  developments  in the supply and
demand or housing prices in the property sector around Yangtze Delta.           

The current level of property  development  and  investment  activity in Yangtze
Delta and other markets is substantial. However, there is no assurance that such
property  resale and  investment  activity in Yangtze  Delta or any of our other
markets  will  continue  at this  level in the future or that we will be able to
benefit from the future growth of these property markets.                       

10

424B3
11th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 11th
Our  revenues  and  operating  income  could be reduced  by  adverse  conditions
specific to our property locations.                                             

The properties we resell and intend to invest in are concentrated geographically
and are located  predominately  in Yangtze Delta,  especially in Shanghai.  As a
result,  our  business and our  financial  operating  results may be  materially
affected  by adverse  economic,  weather or  business  conditions  in this area.
Adverse conditions that affect these areas such as economic  recession,  changes
in extreme weather conditions and natural disasters,  may have an adverse impact
on our operations.                                                              

RISKS RELATING TO THE PEOPLE'S REPUBLIC OF CHINA                                

All of our current prospects and deals are generated in Mainland China and thus,
all of our revenues are derived from our operations in the PRC. Accordingly, our
business,  financial condition, results of operations and prospects are subject,
to a significant  extent, to economic,  political and legal  developments in the
PRC.                                                                            

PRC economic,  political  policies and social  conditions could adversely affect
our business.                                                                   

The economy of PRC differs from the economies of most  developed  countries in a
number ofiirespects,  including the amount of government  involvement,  level of
development,  growth  rate,  control  of  foreign  exchange  and  allocation  of
resources.                                                                      

The PRC  Government  has been  reforming  the PRC  economic  system from planned
economy to market  oriented  economy for more than 20 years,  and has also begun
reforming the government  structure in recent years. These reforms have resulted
in significant  economic growth and social  progress.  Although we believe these
reforms will have a positive effect on our overall and long-term development, we
cannot  predict  whether any future  changes in PRC's  political,  economic  and
social conditions,  laws,  regulations and policies will have any adverse effect
on our current or future business, results of operations or financial condition.

Changes in foreign exchange  regulations may adversely affect our ability to pay
dividends and could  adversely  affect our results of  operations  and financial
condition.                                                                      

Substantially  all of our revenues and  operating  expenses are  denominated  in
Renminbi.  Conversion of Renminbi is under strict  government  regulation in the
PRC. The Renminbi is currently freely  convertible under the "current  account",
including trade and service related foreign exchange transactions and payment of
dividends,  but not under the "capital  account",  which includes foreign direct
investment and loans.  Under the existing  foreign  exchange  regulations in the
PRC,  we will be able to pay  dividends  in  foreign  currencies  without  prior
approval from the State  Administration  for Foreign  Exchange by complying with
certain procedural  requirements.  However, there is no assurance that the above
foreign  policies  regarding  payment of  dividends in foreign  currencies  will
continue in the future.                                                         

Fluctuation of the Renminbi could materially  affect the value of, and dividends
payable on, shares of our common stock in foreign currency terms.               

The value of the Renminbi is subject to changes in the PRC Government's policies
and depends to a large extent on China's domestic and international economic and
political developments,  as well as supply and demand in the local market. Since
1994, the official  exchange rate for the conversion of Renminbi to U.S. Dollars
has generally been stable.  However, we cannot give any assurance that the value
of the Renminbi will continue to remain  stable  against the U.S.  Dollar or any
other foreign currency. Since our income and profit are denominated in Renminbi,
any  devaluation  of the  Renminbi  would  adversely  affect  the value of,  and
dividends, if any, payable on, our shares in foreign currency terms.            

Our  operations  could be  adversely  affected by changes in the  political  and
economic conditions in the PRC.                                                 

The PRC is our main  market  and  accounted  for all of our  revenue in 2004 and
2005.  Therefore,  we face risks  related  to  conducting  business  in the PRC.
Changes  in the  social,  economic  and  political  conditions  of the  PRC  may
adversely  affect our  business.  Unfavorable  changes in  government  policies,
political  unrest and economic  developments  may also have a negative impact on
our operations.                                                                 

Since the adoption of the "open door policy" in 1978 and the  "socialist  market
economy"  in 1993,  the PRC  government  has been  reforming  and is expected to
continue  to reform its  economic  and  political  systems.  Any  changes in the
political and economic policies of the PRC government may lead to changes in the
laws and  regulations or the  interpretation  of the same, as well as changes in
the foreign exchange  regulations,  taxation and import and export restrictions,
which may,  in turn,  adversely  affect  our  financial  performance.  While the
current policy of the PRC government seems to be one of imposing economic reform
policies to encourage foreign investments and greater economic decentralization,
we can not assure you that such a policy will continue to prevail in the future.

11

424B3
12th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 12th
The PRC Legal System Embodies Uncertainties                                     

The PRC legal  system is a civil law system  based on written  statutes.  Unlike
common law  systems,  it is a system in which  decided  legal  cases have little
precedential   value.  In  1979,  the  PRC  Government  began  to  promulgate  a
comprehensive  system of laws and  regulations  governing  economic  matters  in
general.  The  overall  effect  of  legislation  over  the  past  25  years  has
significantly  enhanced  the  protections  afforded to various  forms of foreign
investment in Mainland China.  Our PRC operating  subsidiaries,  Shanghai Xin Ji
Yang and Shanghai Shang Yang, both wholly foreign-owned  enterprises  ("WFOEs"),
are subject to laws and regulations  applicable to foreign investment in the PRC
in general and laws and regulations applicable to WFOEs in particular.  However,
these laws,  regulations and legal  requirements  are constantly  changing,  and
their interpretation and enforcement involve uncertainties.  These uncertainties
could limit the legal protections  available to us and other foreign  investors.
In  addition,  we cannot  predict the effect of future  developments  in the PRC
legal system,  including the promulgation of new laws,  changes to existing laws
or the  interpretation  or  enforcement  thereof,  or the  pre-emption  of local
regulations by national laws.                                                   

Our shareholders may not be able to enforce U.S. civil liabilities claims.      

Our  assets  are  located  outside  the  United  States  and  are  held  through
subsidiaries  incorporated under the laws of the Cayman Islands,  British Virgin
Islands  and the PRC.  Our  current  operations  are  conducted  in the PRC.  In
addition,  our directors and officers are residents of the PRC. As a result,  it
may be difficult for you to effect  service of process  within the United States
upon these persons.  In addition,  there is uncertainty as to whether the courts
of China would  recognize or enforce  judgments of United States courts obtained
against us or such persons predicated upon the civil liability provisions of the
securities  laws of the United States or any state  thereof,  or be competent to
hear  original  actions  brought in these  countries  against us or such persons
predicated upon the securities laws of the United States or any state thereof.  

Interpretation of agreements and other  documentation  translated to English may
be difficult.                                                                   

Most of the  agreements  we  enter  into and  documentation  we  provide  in the
attached Exhibits were originally prepared in Chinese. Although every attempt is
made to translate  these  documents to plain English to the best of our ability,
the language used may not be similar to North American standards.               

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM SB-2     

In addition to historical information,  this Form SB-2 contains  forward-looking
statements.  Forward-looking  statements are  expressions of our current beliefs
and  expectations,  based on information  currently  available to us, estimates,
projections about our industry,  and certain assumptions made by our management.
These statements are not historical  facts. We use words such as  "anticipates,"
"expects,"  "intends," "plans,"  "believes,"  "seeks,"  "estimates," and similar
expressions to identify our  forward-looking  statements,  which include,  among
other  things,  our  anticipated  revenue and cost of our agency and  investment
business.                                                                       

Because  we are  unable to control  or  predict  many of the  factors  that will
determine  our  future  performance  and  financial  results,  including  future
economic, competitive, and market conditions, our forward-looking statements are
not guarantees of future performance.  They are subject to risks, uncertainties,
and  errors in  assumptions  that  could  cause  our  actual  results  to differ
materially from those reflected in our  forward-looking  statements.  We believe
that the assumptions  underlying our forward-looking  statements are reasonable.
However,   you  should  not  place  undue  reliance  on  these   forward-looking
statements.  They only reflect our view and  expectations as of the date of this
Form  SB-2.  We  undertake  no  obligation  to  publicly  update or  revise  any
forward-looking  statement in light of new information,  future events, or other
occurrences.                                                                    

There are  several  risks and  uncertainties,  including  those  relating to the
Company's   ability  to  raise  money  and  grow  its  business  and   potential
difficulties  in  integrating  new  acquisitions  with our  current  operations,
especially as they pertain to foreign markets and market conditions. These risks
and  uncertainties can materially  affect the results  predicted.  The Company's
future  operating  results  over both the short and long term will be subject to
annual and  quarterly  fluctuations  due to several  factors,  some of which are
outside the control of the Company. These factors include but are not limited to
fluctuating market demand for our services, and general economic conditions.    

12

424B3
13th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 13th
 USE OF PROCEEDS

All of the shares offered  hereby are being offered by the Selling  Shareholders
for their own accounts. We will not receive any proceeds from the sale of shares
by the  Selling  Shareholders.  In  addition,  the  Company  will pay all of the
offering expenses.                                                              

DILUTION

The common stock to be sold by the Selling  Shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to our
existing shareholders.                                                          

13

424B3
14th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 14th
                                                        [Enlarge/Download Table]


                              SELLING SHAREHOLDERS                                                                 

We are registering for sale shares that are issued and outstanding and owned by                                    
certain existing shareholders.                                                                                     
The following table includes certain information about the selling  shareholders                                   
for whom we are registering the shares for resale to the public.                                                   

             Selling Shareholder                   Shares                                     Shares Owned         
                                                beneficially                Shares            Beneficially         
                                                owned before                Offered             After the          
                                                the offering   Percent      Hereby   Percent    Offering    Percent
                                                                                                                   

Glorystar International Enterprises Limited        619,000       2.69       619,000     2.69        0          *   
Infoworth International Ltd.                       480,000       2.09       480,000     2.09        0          *   
Chih-Fen Wu                                        325,000       1.41       325,000     1.41        0          *   
Yi-Hui Cheng                                       275,000       1.20       275,000     1.20        0          *   
Ya-Ping Hsu                                        202,500       *          202,500     *           0          *   
NP Corp.                                           170,000       *          170,000     *           0          *   
Hsi-Chuan Chin                                     140,700       *          140,700     *           0          *   
Hui-Ling Yu                                        122,500       *          122,500     *           0          *   
Yu-Cheng Lin                                       120,000       *          120,000     *           0          *   
Wen-Chao Lee                                        90,000       *           90,000     *           0          *   
Chin-Ti Lu                                          78,500       *           78,500     *           0          *   
Man-Tzu Fan Chiang                                  65,000       *           65,000     *           0          *   
Gong-Bu Yu                                         350,000       1.52       350,000     1.52        0          *   
Pi-Lien Chang                                      430,000       1.87       430,000     1.87        0          *   
Hung-To Liu                                         30,000       *           30,000     *           0          *   
Olympus Investment Corporation                      21,680       *           21,680     *           0          *   
Chien-To Chen                                       20,000       *           20,000     *           0          *   
Marco Partners, Inc. #                           1,030,000       4.48     1,030,000     4.48        0          *   
Chiang, Hui Hsiung *                               330,000       1.43       330,000     1.43        0          *   
Hsin-Hung, Lin                                     300,000       1.30       300,000     1.30        0          *   
Kuang-Hao, Peng                                    165,000       *          165,000     *           0          *   
Su-Li, Peng                                        819,334       3.56       819,334     3.56        0          *   
Su-Yin, Peng                                       800,000       3.48       800,000     3.48        0              
Hsiu-Chen, Lin                                      30,500       *           30,500     *           0          *   
Chao-Jan, Lin                                       50,000       *           50,000     *           0          *   
Pan-Chao, Lin                                       10,000       *           10,000     *           0          *   
Show-Hwa, Widmer-Lin                                 5,000       *            5,000     *           0          *   
Hui-Fang, Chang                                     10,000       *           10,000     *           0          *   
Tou-Ru, Wen                                         39,500       *           39,500     *           0          *   
Ling-Yu, Chou                                      120,000       *          120,000     *           0          *   
Ling-Ya, Kao                                       120,000       *          120,000     *           0          *   
Shu-Ching, Chang                                   800,000       3.48       800,000     3.48        0          *   
Shu-Chen, Chang                                    429,334       1.87       429,334     1.87        0          *   
Good Speed Services Limited                        941,332       4.09       941,332     4.09        0          *   
Better Time International Limited                1,000,000       4.35     1,000,000     4.35        0          *   
An-Chin, Hsu                                       200,000       *          200,000     *           0          *   
                                                                                                    0          *   
Total                                           10,739,880               10,739,880                                

14

424B3
15th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 15th
# Marco  Partners,  Inc.  is the  financial  advisory  and  consulting  services
provider to the Company. The Senior Vice President of the Company is a principal
of Marco Partners,  Inc. * Chiang, Hui Hsiung is the strategic planning advisory
and  consulting  services  provider  to the  Company.  Chiang,  Hui  Hsiung  was
appointed as a director of the Company on May 23, 2005,  and resigned on October
11, 2005.                                                                       

Refer to Pages 33-34 for  information  related to Security  Ownership of Certain
Beneficial Owners and Management.                                               

PLAN OF DISTRIBUTION

The shares of common stock  currently owned by the selling  shareholders  may be
sold from time to time by the selling  shareholders in one or more  transactions
at fixed  prices,  at  market  prices  at the time of sale,  at  varying  prices
determined at the time of sale or at negotiated prices. The selling shareholders
may  offer  their  shares  of  common  stock  in one or  more  of the  following
transactions:                                                                   

         -        on any national  securities  exchange or quotation  service at
                  which the common  stock may be listed or quoted at the time of
                  sale,   including   the   over-the   counter   market  on  the
Over-the-Counter Bulletin Board;            

-        in private transactions;                             

-        through options;                                     

  -        by pledge to secure debts and other obligations; and/or

-        a combination of any of the above transactions.      

If required,  we will  distribute a supplement  to this  prospectus  to describe
material changes in the terms of the offering.                                  

The shares of common stock  described in this  prospectus  may be sold directly,
from time to time,  by the  selling  shareholders.  Alternatively,  the  selling
shareholders  may from time to time offer  shares of common  stock to or through
underwriters,  broker/dealers  or  agents.  The  selling  shareholders  and  any
underwriters,  broker/dealers  or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of Section 2 (11) of the  Securities  Act of 1933,  as amended (the  "Securities
Act").                                                                          

Any  profits  on the  resale  of shares  of  common  stock and any  compensation
received  by  any  underwriter,  broker/dealer  or  agent  may be  deemed  to be
underwriting discounts and commissions under the Securities Act.                

Any shares covered by this  prospectus,  which qualify for sale pursuant to Rule
144 under the Securities Act, may be sold under Rule 144 rather than pursuant to
this prospectus.  The selling  shareholders may not sell all of the shares.  The
selling shareholders may transfer, devise or gift such shares by other means not
described in this prospectus.                                                   

To comply with the securities  laws of certain  jurisdictions,  the common stock
must be offered or sold only through  registered or licensed brokers or dealers.
In addition,  in certain  jurisdictions,  the common stock may not be offered or
sold unless they have been  registered  or qualified for sale or an exemption is
available and complied with.                                                    

Under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  any person
engaged in a distribution of the common stock may not  simultaneously  engage in
market-making  activities with respect to the common stock for nine (9) business
days  prior  to the  start  of  the  distribution.  In  addition,  each  selling
shareholder and any other person participating in a distribution will be subject
to the Exchange Act which may limit the timing of purchases  and sales of common
stock by the selling  shareholders  or any such other person.  These factors may
affect  the  marketability  of the  common  stock and the  ability of brokers or
dealers to engage in market-making activities.                                  

We will pay all expenses of this registration.  These expenses include the SEC's
filing fees and fees under state securities or "blue sky" laws. All expenses for
the  issuance of a  supplement  to this  prospectus,  when  requested by selling
shareholder(s),  will be  paid by the  requesting  shareholder(s).  The  selling
shareholders  may pay selling  commissions or brokerage fees with respect to the
sale of the shares by them.                                                     

The  Securities  and Exchange  Commission  has also adopted  rules that regulate
broker-dealer  practices in connection with transactions in penny stocks.  Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system).                                                                        

15

424B3
16th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 16th
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from  those  rules,  deliver a  standardized  risk
disclosure document prepared by the Commission, which:                          

         o        contains a description  of the nature and level of risk in the
                  market for penny stocks in both public offerings and secondary
trading;                                    
         o        contains a description  of the broker's or dealer's  duties to
                  the customer  and of the rights and remedies  available to the
        customer with respect to a violation of such duties;
         o        contains a brief,  clear,  narrative  description  of a dealer
                  market,  including "bid" and "ask" prices for penny stocks and
                 the significance of the spread between the bid and ask price;
         o        contains  a  toll-free   telephone  number  for  inquiries  on
disciplinary actions;                       
         o        defines significant terms in the disclosure document or in the
conduct of trading  penny  stocks;  and     
         o        contains such other information and is in such form (including
                  language,  type,  size,  and format) as the  Commission  shall
require by rule or regulation;              

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:                                                    

o        with bid and offer quotations for the penny stock;   
         o        details  of the  compensation  of the  broker-dealer  and  its
salesperson in the transaction;             
         o        the number of shares to which  such bid and ask prices  apply,
                  or other  comparable  information  relating  to the  depth and
liquidity of the market for such stock; and 
         o        monthly  account  statements  showing the market value of each
penny stock held in the customer's account. 

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  shareholders  may have difficulty  selling
those securities.                                                               

 MARKET FOR OUR COMMON STOCK

Our common stock is now traded on the Over-the-Counter  Bulletin Board ("OTCBB")
under the symbol "SRRE".                                                        

No dividends have been declared or paid on our common stock.                    

As of March 31, 2006, Sunrise-Texas had 22,996,614 shares of common stock issued
and outstanding and held by 777 shareholders of record.                         

The following  table sets forth the high and low bid prices of the shares of our
common stock on a quarterly basis for the calendar years 2003, 2004 and 2005 and
the First Quarter of 2006, as reported by the OTCBB:                            

Calendar Period                                          High            Low    
---------------                                          ----            ---    

2003:                                                                           
           First Quarter                               $1.85           $0.00

           Second Quarter                              $0.55           $0.21

           Third Quarter                               $0.50           $0.21

           Fourth Quarter                              $6.50           $0.25

16

424B3
17th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 17th
2004:                                                                           
           First Quarter                               $6.30           $5.90

           Second Quarter                              $10.01          $3.50

           Third Quarter                               $7.50           $7.00

           Fourth Quarter                              $6.00           $3.50
2005:                                                                           
           First Quarter                               $5.00           $3.00

           Second Quarter                              $5.00           $2.50

           Third Quarter                               $4.00           $1.25

           Fourth Quarter                              $1.25           $0.51
2006:                                                                           
       First Quarter (through March 31)                $2.20           $0.51

The above  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
markdown or commission and may not represent actual transactions.               

17

424B3
18th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 18th
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated  Financial  Statements and notes thereto included elsewhere in this
prospectus.   Except  for  the  historical  information  contained  herein,  the
discussion in this prospectus contains certain  forward-looking  statements that
involve risks and  uncertainties,  such as statements of our plans,  objectives,
expectations and intentions.  The cautionary  statements made in this prospectus
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this prospectus.                                        

Management's    Discussion   and   Analysis   contains   statements   that   are
forward-looking.   These  statements  are  based  on  current  expectations  and
assumptions  that are subject to risks and  uncertainties.  Actual results could
differ  materially  because of factors discussed in "Risk Factors" and elsewhere
in this report.                                                                 

OVERVIEW                                                                        

In October 2004,  the former  shareholders  of  Sunrise-Cayman  and Lin Ray Yang
acquired a majority of the voting interests of  Sunrise-Texas  in a merger,  and
the transaction was treated as a reverse  acquisition,  with  Sunrise-Cayman and
Lin Ray Yang treated as the acquirer for accounting purposes.  Accordingly,  the
pre-merger   financial  statements  of  Sunrise-Cayman  and  Lin  Ray  Yang  are
Sunrise-Texas'  historical  financial  statements.  Before the completion of the
merger,  Sunrise-Texas had no continuing  operations and its historical  results
would  not  be   meaningful  if  combined   with  the   historical   results  of
Sunrise-Cayman, Lin Ray Yang and their subsidiaries.                            

As a result of the acquisition,  the former owners of Sunrise-Cayman and Lin Ray
Yang  hold a  majority  interest  in the  combined  entity.  Generally  accepted
accounting  principles require, in certain  circumstances,  that a company whose
shareholders  retain the majority voting  interests in the combined  business be
treated as the acquirer  for  financial  reporting  purposes.  Accordingly,  the
acquisition  has  been  accounted  for as a  "reverse  acquisition"  arrangement
whereby   Sunrise-Cayman   and  Lin  Ray  Yang  are  deemed  to  have  purchased
Sunrise-Texas.   However,   Sunrise-Texas  remains  the  legal  entity  and  the
Registrant  for  Securities  and Exchange  Commission  reporting  purposes.  The
historical   financial  statements  prior  to  October  5,  2004  are  those  of
Sunrise-Cayman and Lin Ray Yang and their subsidiaries. All shares and per share
data prior to the  acquisition  have been restated to reflect the stock issuance
as a recapitalization of Sunrise-Cayman and Lin Ray Yang.                       

Sunrise-Texas  and its  subsidiaries,  namely,  Sunrise-Cayman,  Lin  Ray  Yang,
Shanghai Xin Ji Yang,  Suzhou Xin Ji Yang,  Beijing Xin Ji Yang,  Shanghai Shang
Yang and  Suzhou  Gao Feng are  collectively  referred  to in this  Management's
Discussion  and  Analysis as "the  Company".  The  principal  activities  of the
Company are the provision of property brokerage services,  real estate marketing
services, property leasing services and property management services in the PRC.

RECENT DEVELOPMENTS                                                             

Before  2004,  our major  business  was an  agency  business,  whereby  our only
subsidiary then,  Shanghai Xin Ji Yang, was contracted by property developers to
market and sell their newly  developed  property  units;  in return for which we
earned a commission  fee  calculated as a percentage of the selling  price.  Our
business  operation in Shanghai Xin Ji Yang continues to  demonstrate  growth in
revenue.                                                                        

In 2004,  through  another  subsidiary,  Shanghai Shang Yang, we ventured into a
higher risk business model (the "Underwriting Model") whereby our commission was
not  calculated  as a percentage  of the sales price.  Instead,  our  commission
revenue is equal to the price  difference  between the final sales price and the
underwriting  price.  In this model,  we  negotiate  with the  developer  for an
underwriting price that is as low as possible, with the guarantee that all units
will be sold by a specific date. In return, we have the flexibility to establish
the final sales  price,  and earn the price  difference  between the final sales
price and the underwriting price. The risk in this kind of agreement is that, if
there are any unsold units on the expiry date,  we may have to absorb the unsold
units from  developers at the  underwriting  price. We would hold these units in
our inventory or as investments.                                                

Shanghai Shang Yang has entered into a Property  Underwriting  Agreement with an
independent  property  developer to underwrite the Sovereign Building Project, a
commercial  building  located in the Suzhou  Industry Park in Suzhou,  PRC, at a
fixed  underwriting  price.  Being the sole distribution agent for the foregoing
office  building,  Shanghai  Shang Yang  committed  to a sales  target of $50.39
million being achieved on or before  November 25, 2005. We started selling units
in the building in December  2004,and as of December  31, 2005,  we achieved the
sales  target by selling 221 units with a total  sales price of $60.70  million.
However,  there are still  unsold  properties  with floor  area of 3,189  square
meters,  which represents 6.9% of total floor area underwritten,  as of December
31, 2005.  The  underwriting  period has been extended to the end of April 2006,
the estimated completion date of the building.                                  

18

424B3
19th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 19th
Over the past two  years,  we have  also  acquired  interests  in the  Sovereign
Building Project.  On November 18, 2004,  Shanghai Shang Yang entered into sales
and purchase  agreements to acquire two floors of the Sovereign Building Project
at a total consideration of $3,036,946. On October 18, 2005, Shanghai Shang Yang
entered into sales and purchase  agreements to acquire an  additional  floor and
six units for a total consideration of $12,804,265. On November 29, 2005, Suzhou
Xin Ji Yang entered into sales and purchase  agreements to acquire an additional
floor of the Sovereign Building Project for a total consideration of $1,735,497.
Of these  acquired  floors,  two floors will be held for sale, one floor will be
held for our own use, and the  remaining  properties  will be held for long-term
investment purposes.  As of December 31, 2005, deposits amounting to $12,601,596
have been paid to the  property  developer.  On January 5, 2006,  an  additional
deposit of $1,239,618 was paid to the property developer.  The remaining balance
of $3,735,494  will be payable upon the completion of these  properties  that we
estimate to be April 30, 2006.                                                  

While we expect revenue to stem from these two subsidiaries'  businesses, we can
provide no assurance that this will result in any increase in profitability.    

RECENTLY ISSUED ACCOUNTING STANDARDS                                            

In December  2004,  the  Financial  Accounting  Standards  Board (FASB) issued a
revision of FASB  Statement  No. 123,  (FASB 123R)  Accounting  for  Stock-Based
Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock
Issued  to  Employees,  and  its  related  implementation  guidance.  FASB  123R
establishes  standards for the  accounting for  transactions  in which an entity
exchanges  its  equity  instruments  for goods or  services.  It also  addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity,  equity  instruments or
that may be settled  by the  issuance  of those  equity  instruments.  FASB 123R
focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based payment transactions. FASB 123R does not change
the accounting guidance for share-based payment  transactions with parties other
than  employees  provided  in FASB 123 as  originally  issued and EITF Issue No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling, Goods or Services. FASB 123R does
not address the accounting for employee share ownership plans, which are subject
to AICPA  Statement of Position  93-6,  Employers  Accounting for Employee Stock
Ownership Plans. For small business  issuers,  FASB 123R is effective for fiscal
years  beginning after December 15, 2005. We do not believe the adoption of FASB
123R will have a material impact on our financial statements.                   

APPLICATION OF CRITICAL ACCOUNTING POLICIES                                     

Revision of FASB  Statement  No. 123,  (FASB 123R)  Accounting  for  Stock-Based
Compensation                                                                    

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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.   Critical   accounting   policies  for  us  include  revenue
recognition, impairment of goodwill, and accounting for income taxes.           

SFAS 142, Goodwill and Other Intangible Assets                                  

SFAS 142, Goodwill and Other Intangible Assets, requires that goodwill be tested
for impairment on an annual basis  (December 31 for us) and between annual tests
if an event  occurs or  circumstances  change  that would more  likely  than not
reduce the fair value of a reporting unit below its carrying value. These events
or  circumstances  could include a significant  change in the business  climate,
legal factors,  operating performance  indicators,  competition,  or the sale or
disposition of a significant portion of the company. Application of the goodwill
impairment test requires judgment, including the determination of the fair value
of the Company.  The fair value of the Company is  estimated  using a discounted
cash flow methodology.  This requires significant judgments including estimation
of future cash flows,  which is dependent on internal  forecasts,  estimation of
the long-term  rate of growth for our business,  the useful life over which cash
flows will occur, and the determination of our weighted average cost of capital.
Changes  in  these  estimates  and  assumptions   could  materially  affect  the
determination of fair value and/or goodwill impairment for the Company.         

19

424B3
20th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 20th
                                                        [Enlarge/Download Table]


SFAS 109, Accounting for Income Taxes                                                   

SFAS 109,  Accounting  for Income Taxes,  establishes  financial  accounting and        
reporting standards for the effect of income taxes. The objectives of accounting        
for income taxes are to recognize the amount of taxes payable or refundable  for        
the current  year and  deferred  tax  liabilities  and assets for the future tax        
consequences  of events  that  have been  recognized  in an  entity's  financial        
statements  or tax  returns.  Judgment is required in  assessing  the future tax        
consequences of events that have been recognized in our financial  statements or        
tax returns.  Variations in the actual outcome of these future tax  consequences        
could materially impact our financial position or results of our operations.            

Revenue Recognition                                                                     

Agency  commission  revenue  from  property  brokerage  is  recognized  when the        
property developer and the buyer complete a property sales transaction, which is        
normally  at the time  when the  property  developer  receives  from the buyer a        
portion  of the sales  proceeds  in  accordance  with the terms of the  relevant        
property  sales  agreement,  or when we can confirm that the balance of the bank        
loan to the buyer has been approved.                                                    

Commission  revenue from  underwriting  service is recognized  when the property        
developer and the buyer complete a property sales transaction, which is normally        
at the time when the property  developer  has confirmed  that the  predetermined        
level of sales proceeds have been received from buyers.                                 

Revenue from  marketing  consultancy  services is  recognized  when services are        
provided to clients.                                                                    

RESULTS OF OPERATIONS                                                                   

We provide the following discussion and analyses of our changes in financial            
condition and results of operations for the year ended December 31, 2005, with          
comparisons to the historical year ended December 31, 2004.                             

Revenue                                                                                 

The following table shows the net revenue detail by line of business:                   

                                            Years ended December 31,                    
                     -------------------------------------------------------------------
                         2005        % to total       2004       % to total    % change 
                     ------------   ------------  ------------  ------------  ----------
                                                                                        
Agency sales           6,477,636         60         7,587,715        98          (15)   
Underwriting sales     4,402,832         40          135,926          2         3,239   
                     ------------   ------------  ------------  ------------            
Net revenue           10,880,468         100        7,723,641        100          41    
                     ------------   ------------  ------------  ------------  ----------

The net  revenue  of 2005 was  $10,880,468,  which was an  increase  of 41% from
$7,723,641 in 2004. In 2005, agency sales  represented 60% of net revenues,  and
underwriting  sales  represented  40% of net  revenue.  In  2004,  agency  sales
represented  98% of net revenues and  underwriting  sales  represented 2% of net
revenue.  The increase in net revenues of 2005 was mainly due to the increase in
our underwriting sales revenues.                                                

Agency sales                                                                    

60% of our net revenue,  after sales tax, is due to agency commission fees, most
of which were from the business  activities of Shanghai Xin Ji Yang. The primary
reason that agency  commission  fees  decreased in 2005 was that,  in the Second
Quarter of 2004 in a growing real estate  market,  we launched an agency project
of luxury villas in Shanghai.  The project was  successfully  closed in 2004 and
generated net revenues of  $2,307,489.  In 2005, on the other hand, our projects
were located in several  secondary cities and the macro economic policies on the
real estate  market had little  impact on our  business.  Also in 2005,  several
projects were in the start-up  stages and did not  contribute  significantly  to
commission  revenue in 2005. We estimate that the agency sales revenues from the
real estate projects will rebound in 2006.                                      

20

424B3
21st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 21st
                                                                [Download Table]


Underwriting sales                                                                 

In February 2004, Shanghai Shang Yang entered into an agreement to underwrite an   
office building in Suzhou,  known as Suzhou Sovereign  Building.  Being the sole   
distribution  agent for the  foregoing  office  building,  Shanghai  Shang  Yang   
committed  to a sales  target  of $50.39  million  being  achieved  on or before   
November 25, 2005.  Property  underwriting  sales is comparatively a higher risk   
business model compared to our pure commission based agency business. Under this   
higher risk  business  model,  the  Underwriting  Model,  our  commission is not   
calculated as a percentage of the selling price; instead, our commission revenue   
is  equivalent  to the price  difference  between  the final  selling  price and   
underwriting  price. We negotiate with a developer for an underwriting  price as   
low as possible,  with the condition  that we guarantee all unsold units will be   
acquired within a certain a period.  In return,  we are given the flexibility to   
establish  the final  selling  price and earn the price  difference  between the   
final  selling  price  and the  underwriting  price.  The  risk of this  kind of   
arrangement is that, if there is any unsold unit upon the expiry period,  we may   
have to absorb the unsold  property  units from  developers at the  underwriting   
price and hold them in our inventory or as an investment.                          

We started  selling  units in the building in December  2004. As of December 31,   
2005, we achieved the sales target by selling 221 units with a total sales price   
of $60.70 million. However, there are still unsold properties with floor area of   
3,189 square meters, which represents 6.9% of total floor area underwritten,  as   
of December 31, 2005.  The  underwriting  period has been extended to the end of   
April 2006, the estimated  completion  date of the building.  As of December 31,   
2005,  the  developer,  SIP Hi-Dragon  Real Estate  Development  Co.,  Ltd., has   
confirmed net revenue of $4,538,758,  that we have  recognized as our revenue as   
of December  31,  2005.  As we approach  the  completion  of the  building,  SIP   
Hi-Dragon Real Estate  Development  Co., Ltd. will  gradually  receive all sales   
proceeds from the buyers; at that time, we can recognize our total  underwriting   
sales revenue for this project.                                                    

Cost of Revenue                                                                    

The following table shows the cost of revenue detail by line of business:          

                                        Years ended December 31,                   
                    ---------------------------------------------------------------
                       2005      % to total      2004       % to total    % change 
                    -----------  -----------  -----------  ------------  ----------
                                                                                   
Agency sales         2,560,266       76        3,531,527        85          (28)   
Underwriting sales    800,734        24         631,235         15           27    
                    -----------  -----------  -----------  ------------            
Cost of revenue      3,361,000       100       4,162,762        100         (19)   
                    -----------  -----------  -----------  ------------  ----------

The cost of revenue in 2005 was $3,361,000, a decrease of 19% from $4,162,762 in
2004. In 2005, agency sales represented 76% of cost of revenues and underwriting
sales represented 24% of cost of revenue.  In 2004, agency sales represented 85%
of cost of revenue and underwriting sales represented 15% of cost of revenue.   

Agency sales                                                                    

The cost of revenue for agency sales in 2005 was  $2,560,266,  a decrease of 28%
from  $3,531,527  in  2004.  The  primary  reasons  for the  difference  are the
following:                                                                      

i) In the Second Quarter of 2004, we launched an agency project of luxury villas
in Shanghai and we agreed to bear all  advertising  costs of the project,  which
were $1,001,364. However, we had no project for which we had to bear advertising
costs in 2005. Therefore, a significant decrease resulted.                      

ii)  Commission  expenses  decreased in 2005 due to the  decrease in  commission
income from agency services.                                                    

For most projects that we market,  advertising costs are borne by the respective
property developers.  For some projects, we commit to bear all advertising costs
in exchange for a higher agency  commission rate. All advertising costs incurred
in the promotion of our property  projects are expensed in the period  incurred.
Due to the nature of our  business,  we cannot  necessarily  match the timing of
advertising costs with related revenues.  Advertising costs are usually incurred
according to the timeline specified in project budgeting; they are budgeted as a
percentage of our projected sales revenues.  In the property marketing and sales
cycle,  advertising  costs are usually  incurred  two to three  months  prior to
formal sales launch activities.  In some cases, advertising costs and activities
may take place before period-end, while sales launch activities take place after
period-end.  As advertising costs are expensed as incurred,  it is possible that
advertising costs incurred in any period do not match the revenues earned in the
same period.                                                                    

21

424B3
22nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                                                        [Enlarge/Download Table]


Underwriting sales                                                                     

The cost of revenue for  underwriting  sales in 2005 was $800,734;  it increased       
27% from  $631,235 in 2004.  We started our  underwriting  sales  activities  in       
December  2004 and the costs  incurred in 2004 mainly  comprised  initial  setup       
costs, exhibition costs and advertising costs whereas the costs incurred in 2005       
mainly  comprised  commission  expenses and advertising  costs. The direct staff       
costs and commission  expenses took a smaller proportion to the net revenue when       
compared  with that of agency  sales.  As  stated  in the  preceding  paragraph,       
advertising  costs  were  expensed  as  incurred  and  most  of the  promotional       
activities  were  launched  in 2004.  As a  result,  the  costs of  revenue  for       
underwriting  sales  merely  increased  27% whereas  the net  revenue  increased       
3,108%.                                                                                

Operating Expenses                                                                     

The following table shows operating expenses detail by line of business:               

                       Years ended December 31,                                        
                     ------------------------------------------------------------------
                         2005       % to total       2004       % to total    % change 
                     ------------  ------------  ------------  ------------  ----------
                                                                                       
Agency sales            $894,741        88        $1,036,925       99           (14)   
Underwriting sales      $116,477        11           $11,649        1            900   
Property management       $7,198         1             -             -           n/a   
                     ------------  ------------  ------------  ------------            
Operating expenses    $1,018,416        100       $1,048,574       100           (3)   
                     ============  ============  ============  ============  ==========

The  operating  expenses for 2005 were  $1,018,416;  this is a 3% decrease  from
$1,048,574 in 2004.  Operating expenses related to agency sales and underwriting
sales varied in line with agency sales and underwriting sales.                  

Agency sales                                                                    

The  operating  expenses  for  agency  sales in 2005  were  $894,741;  this is a
decrease of 14% from $1,036,925 in 2004. Some operating  expenses,  e.g., travel
expenses and  allowances,  decreased as agency sales  revenues  decreased 15% in
2005.                                                                           

Underwriting sales                                                              

The operating expenses for underwriting sales in 2005 were $116,477; this is an 
increase of 900% from $11,649 in 2004. We started our underwriting sales        
activities in December 2004. This significant increase in expenses is related to
the increase in underwriting sales in 2005.                                     

Property management                                                             

Suzhou Gao Feng is our property management subsidiary.  Suzhou Gao Feng is still
at the start-up  stage,  and there was a low level of daily  operating  expenses
incurred in 2005.  We launched  the  property  management  business in the First
Quarter of 2006.                                                                

General and Administrative Expenses                                             
-----------------------------------                                             

The general and administrative expenses in 2005 were $3,651,186,  increasing 56%
from $2,335,714 in 2004. The increase in general and administrative expenses was
mainly due to:                                                                  

i) The increase in professional  fees for maintaining our listing status,  e.g.,
audit,  legal and other  professional  fees. The professional fees for 2005 were
$878,833,  including expenses for consulting  services rendered to us in 2005 by
Marco  Partners  Limited and Mr.  Chiang Hui Hsiung for a total of $693,600.  No
such expenses were incurred in 2004.                                            

ii) The  establishment of Suzhou Xin Ji Yang and two branches of Shanghai Xin Ji
Yang and the acquisition of Beijing Xin Ji Yang. The general and  administration
expenses for these  subsidiaries and branches in 2005 and 2004 were $576,434 and
$249,978, respectively.                                                         

22

424B3
23rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 23rd
Interest Expenses                                                               
-----------------                                                               

Interest  expenses in 2005 were $162,496,  increasing 596% from $23,333 in 2004.
The interest  expenses were mainly incurred for bank loans and promissory  notes
payable.  The  increase  was due to  increases in interest on bank loans for the
acquisition of properties and for promissory notes payable.                     

LIQUIDITY AND CAPITAL RESOURCES                                                 

Source of Cash                                                                  
--------------                                                                  

In 2005,  our  principal  sources of cash were  revenues  from our agency  sales
business and underwriting sales business.  We expect these sources will continue
to meet our cash  requirements,  including debt service,  operating expenses and
promissory deposits for various property projects.                              

Another  source of cash is from bank loans in an aggregate  amount of $5,131,004
obtained  during the year.  These bank loans  include two 5-year loans that bear
interest at banks'  prevailing  rate,  which is currently at 5.85% per annum and
one 5-year loan that bears interest at a rate of 6.435% per annum.  They will be
maturing in December  2010.  These bank loans are guaranteed by the developer as
mentioned in Note 7 and will be secured by the properties as mentioned in Note 7
once the title of the properties is transferred to us.                          

Uses of Cash                                                                    
------------                                                                    

Most  of our  cash  resources  were  used to pay  deposits  for  acquisition  of
properties in Suzhou.                                                           

Another  major use of cash was to fund our  revenue  related  expenses,  such as
salaries and commissions paid to the sales force, advertising costs, maintenance
of regional offices etc.                                                        

Potential Cash Needs for 2006                                                   
-----------------------------                                                   

The  potential  cash needs for 2006 will be the  repayments  of our bank  loans,
balancing payment of properties acquired and the rental guarantee payment.      

We anticipate  that our current  available  funds,  cash inflows from  providing
property  agency  services and  underwriting  services and sales  proceeds  from
disposal of properties acquired will be sufficient to meet our anticipated needs
for working  capital  expenditures,  business  expansion and the above potential
cash needs through 2006. We also expect Suzhou Gao Feng can contribute cash flow
to the Company as it will start its property  management  business in the second
quarter of 2006. However, we may need to raise additional funds in the future in
order to fund acquisitions,  develop new projects,  or if our business otherwise
grows  more  rapidly  than we  currently  predict.  If we do need to raise  such
additional  funds,  we expect to raise  those  funds  through  the  issuance  of
additional  shares of our  equity  securities  in one or more  public or private
offerings,  or through  credit  facilities  obtained with lending  institutions.
There can be no guarantee  that we will be able to obtain such funding,  whether
through the issuance of debt or equity, on terms  satisfactory to management and
our board of directors.                                                         

 DESCRIPTION OF BUSINESS

CORPORATE HISTORY                                                               

Sunrise Real Estate Development Group, Inc.  ("Sunrise-Texas")  was incorporated
in the State of Texas on October 10, 1996,  under the original  name of Parallax
Entertainment,  Inc.  ("Parallax").  On October  28,  2003,  Olympus  Investment
Corporation,  a Brunei corporation,  based in Taipei,  Taiwan,  purchased 78,400
shares of common  stock,  and then  became  the  majority,  51%  shareholder  of
Parallax.                                                                       

Effective  December 12,  2003,  the name of Parallax was changed to Sunrise Real
Estate  Development Group, Inc. On December 9,], 2003, the Board of Directors of
Sunrise-Texas  adopted a resolution  authorizing a five-to-one  reverse split in
the Company's $0.01 par value common stock. This resulted in 30,614 shares being
issued and  outstanding  post reverse split.  Thereafter,  on December 27, 2003,
Sunrise-Texas  sold  6,600,000  shares of common  stock for  $0.025  per  share,

23

424B3
24th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 24th
amounting  to an  aggregate  of  $165,000,  in a  private  placement  to  non-US
individuals.  Sunrise-Texas  relied  on the  Regulation  S  exemption  from  the
registration  requirements  of  the  Securities  Act of  1933,  as  amended,  in
connection with this private placement.                                         

On  August  31,  2004,  Sunrise-Texas,   Sunrise-Cayman  and  Lin  Chi-Jung,  an
individual  and agent for the  beneficial  shareholder  of  Sunrise-Cayman,  Ace
Develop Properties  Limited ("Ace Develop"),  entered into an exchange agreement
whereby  Sunrise-Texas  would issue 5,000,000  shares of its common stock to the
beneficial  shareholder of Sunrise-Cayman or its designees,  in exchange for all
of the outstanding  capital stock of Sunrise-Cayman.  The transaction was closed
on October 5, 2004.  Lin  Chi-Jung  is  Chairman  of the Board of  Directors  of
Sunrise-Texas, the President of Sunrise-Cayman and the principal and controlling
shareholder of Ace Develop.                                                     

Also on  August  31,  2004,  Sunrise-Texas,  Lin Ray Yang and Lin  Chi-Jung,  an
individual  and agent for the beneficial  shareholders  of Lin Ray Yang, (i) Ace
Develop, (ii) Planet Technology Corporation ("Planet Tech"), and (iii) Systems &
Technology  Corporation  ("Systems  Tech"),  entered into an exchange  agreement
whereby  Sunrise-Texas  would issue 10,000,000 shares of its common stock to the
beneficial  shareholders,  or  their  designees,  in  exchange  for  all  of the
outstanding capital stock of Lin Ray Yang. The transaction was closed on October
5, 2004.  Lin Chi-Jung is Chairman of the Board of  Directors of  Sunrise-Texas,
the President of Lin Ray Yang and the principal and  controlling  shareholder of
Ace Develop.  Regarding the 10,000,000  shares of common stock of  Sunrise-Texas
issued in this transaction, 8,500,000 shares were issued to Ace Develop, 750,000
shares  were  issued to Planet  Tech and  750,000  shares were issued to Systems
Tech.                                                                           

Prior to the closing of the aforesaid exchange agreements,  Sunrise-Texas was an
inactive  "shell"  company.  Following  the closings of the  aforesaid  exchange
agreements,  Sunrise-Texas,  through its two wholly owned subsidiaries,  Lin Ray
Yang and  Sunrise-Cayman,  has engaged in the business of real estate  brokerage
services in  connection  with  office and  multifamily  properties,  real estate
marketing  services,  and property leasing and property  management  services in
Mainland China.                                                                 

As a result of the acquisition,  the former owners of Sunrise-Cayman and Lin Ray
Yang now hold a majority  interest in the combined  entity.  Generally  accepted
accounting  principles require, in certain  circumstances,  that a company whose
shareholders  retain the majority voting interest in the combined business to be
treated as the acquirer  for  financial  reporting  purposes.  Accordingly,  the
acquisition  has  been  accounted  for as a  "reverse  acquisition"  arrangement
whereby   Sunrise-Cayman   and  Lin  Ray  Yang  are  deemed  to  have  purchased
Sunrise-Texas.   However,   Sunrise-Texas  remains  the  legal  entity  and  the
Registrant  for  Securities  and Exchange  Commission  reporting  purposes.  The
historical   financial  statements  prior  to  October  5,  2004  are  those  of
Sunrise-Cayman and Lin Ray Yang and their subsidiaries. All shares and per share
data prior to the  acquisition  have been restated to reflect the stock issuance
as a recapitalization of Sunrise-Cayman and Lin Ray Yang.                       

We are now a sales brokerage business with accumulated expertise in the areas of
property sales & marketing. We generated consolidated revenues of more than $7.7
million from our sales brokerage  business in 2004. With experience and in-depth
local  market  know-how,  we are now  ready to enter the  property  underwriting
sector,  while at the same time  maintaining  our steady growth in the brokerage
business.                                                                       

On January 15, 2006,  Sunrise-Texas  ratified its agreement with Marco Partners,
Inc,  a Hong  Kong  corporation,  to  provide  financial  advisory  services  to
Sunrise-Texas  in the  calendar  year 2005.  In this  connection,  Sunrise-Texas
agreed to issue and has issued Marco Partners  1,030,000  shares of common stock
in  payment  for its  services.  Chiu,  Chi-Yuan,  a  Senior  Vice-President  of
Sunrise-Texas,  is a principal of Marco  Partners.  Marco  Partners is a related
party.  Also, on January 15, 2006,  Sunrise-Texas  ratified its  agreement  with
Chiang, Hui Hsiung to provide strategic  consulting services to Sunrise-Texas in
calendar year 2005. In this  connection,  Sunrise-Texas  agreed to issue and has
issued to Chiang,  Hui Hsiung  330,000 shares of common stock in payment for his
services.  These 1,360,000  shares were valued by  Sunrise-Texas at US $0.51 per
share, the closing market price of the Sunrise-Texas shares on January 15, 2006.

CORPORATE STRUCTURE                                                             

Sunrise-Texas,  operates through a tier of subsidiaries. Sunrise Texas owns 100%
of the capital stock of Sunrise Real Estate  Development  Group,  Inc., a Cayman
Islands  corporation  ("Sunrise-Cayman")  and LIN RAY YANG  Enterprise,  Ltd., a
British Virgin Islands company ("Lin Ray Yang").  Neither Sunrise-Cayman nor Lin
Ray Yang have operations but respectively  conduct  operations in Mainland China
through wholly owned subsidiaries and joint ventures based in Shanghai, PRC.    

Sunrise-Cayman  operates  through its wholly owned  subsidiary,  Shanghai Xin Ji
Yang, and two (2) joint venture subsidiaries: (i) Suzhou Xin Ji Yang Real Estate
Agency Co, Ltd. ("Suzhou Xin Ji Yang") of which Sunrise-Cayman holds a 5% equity
interest and Shanghai Xin Ji Yang holds a 75% equity interest;  and (ii) Beijing
Xin Ji Yang  Real  Estate  Agency  Co,  Ltd.  ("Beijing  Xin Ji  Yang") of which
Shanghai Xin Ji Yang holds an 85% equity interest. Shanghai Xin Ji Yang provides
marketing and sales services to developers.                                     

24

424B3
25th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 25th
Shanghai Xin Ji Yang has  fifty-two  (52) sales teams  operating in fifteen (15)
provinces  in the  PRC.  As of  December  31,  2005,  Shanghai  Xin Ji Yang  had
contracts to market and sell a total property area exceeding 10.7 million square
meters. Shanghai Xin Ji Yang is comprised of three major divisions: research and
development,  planning,  and sales.  It has a total work force of 331  personnel
including 30 Taiwanese  expatriates.  Shanghai Xin Ji Yang is one of the largest
foreign-based brokerage agencies in Shanghai.                                   

Lin Ray Yang operates through its wholly owned  subsidiary,  Shanghai Shang Yang
Real Estate Consultation Co. Ltd.  ("Shanghai Shang Yang").  Shanghai Shang Yang
was incorporated in February 2004 and provides  marketing services to developers
with whom it may  partner  in a  particular  real  estate  development  project.
Shanghai Shang Yang identifies,  evaluates and negotiates  development projects.
Shanghai  Shang Yang is comprised of  professional  project  planning,  property
investment evaluation and project marketing teams.                              

Shanghai Shang Yang's first project was the development of a commercial building
within the Suzhou Industrial Park, called the Sovereign Building.  The Sovereign
Building is a joint venture  between  Shanghai Shang Yang and SIP Hi-Dragon Real
Estate  Development Co., Ltd.  Shanghai Shang Yang has undertaken to sell all of
the units of this project.                                                      

In January 2005, Lin Ray Yang formed a new,  majority owned  subsidiary - Suzhou
Gao Feng Hui Property  Management Co, Ltd ("Suzhou Gao Feng"). Lin Ray Yang owns
80% and its partnering  developer,  SIP Hi-Dragon Real Estate  Development  Co.,
Ltd. owns 20% of this company.  Suzhou Gao Feng provides rental,  management and
maintenance services for office buildings and apartments.                       

Figure 1: Company Organization Chart                                            

 Sunrise Real Estate
 Development Group, Inc.
 |
 |
------------------------------------------------        
|                                           |       
|                                           |       
Sunrise Real Estate                            LIN RAY YANG           
-- Development Group, Inc.                       Enterpise Ltd., BVI            
|          Cayman                    100%                 |              80%    
|             |                -------------------------------------------------
|    100%     |                          |                            |         
| Shanghai Xin Ji Yang Real       Shanghai Shang Yang        Suzhou Gao Feng Hui
|    Estate Consultation       Real Estate Consultation      Property Management
|      Company Limited             Company Limited             Company Limited  
|             |                                                                 
|             |---------------------------------|                               
|5%           |75%                              |85%                            
|Suzhou Xin Jin Yang                      Beijing Xin Ji Yang                   
Real Estate Agency                       Real Estate Agency                   
Co, Ltd.                                 Co, Ltd.                 

25

424B3
26th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 26th
BUSINESS ACTIVITIES                                                             

Since 2002, our main operating  subsidiary has operated as a sales and marketing
agency for newly built  property  units.  We have  developed a good network with
landowners  and  earned  the  trust  of  developers,   allowing  us  to  explore
opportunities in property investment.                                           

As part of this goal, a new operating  subsidiary , Shanghai Shang Yang, with an
experienced  management  team has been  acquired  to focus on  developing  a new
strategic  plan for property  investment  activities.  The new strategic plan is
designed to expand our activities  beyond our existing revenue base, to assume a
higher risk of investment and allow  flexibility  in  structuring  collaboration
models with partnering developers.  While we have an excellent track record as a
sales and marketing  agency for new  developments,  we are also becoming a small
equity participant in property development projects.                            

Commission Based Services                                                       

Depending on the scope of our  engagement  and our partners'  requirements,  the
scope of our services  could be a combination  of any of the  following  models.
Commission  based  services  refer to any of the  following  marketing and sales
agency services:                                                                

a. Integrated Marketing Planning                              
b. Advertising Planning and Execution                         
c. Sales Planning and Execution                               

In this type of business, we execute a Marketing and Sales Agency Agreement (the
"Agency  Agreement")  with  property  developers  to undertake the marketing and
sales activities of a specified  project.  The scope of service varies according
to the clients'  needs; it could be a full package of all the above services (a,
b and c),  a  combination  of any two (2) of the  above  services,  or a  single
service.                                                                        

Most of our  current  existing  revenue  comes from  commission-based  services,
currently   representing  at  least  80%  of  our  annual  revenues.  We  secure
commission-based  projects via bidding or direct  appointment.  Through existing
client  rapport and selling  results,  we have secured a number of projects from
previous  clients via direct  appointment,  especially on  subsequent  phases of
projects that we had previously  marketed.  Almost 40% of our existing  projects
are such subsequent phases, representing a quarter of our current year revenues.

Normally, before a developer retains our services, we will evaluate and         
determine the acceptable selling value of a project; this value will be proposed
to the developer and the parties will negotiate an Average Sales Value ("ASV")  
as the basis of the property-selling price in the Agency Agreement.             

The actual  retail value of the project is generally  priced higher than the ASV
depending upon the actual market  conditions.  On average,  we have been able to
sell the property at a small premium of ASV.                                    

Our normal commission structure is a combination of:                            

a)       Base Commission of 1% to 1.5% of the ASV;            
         b)       Surplus Commission of 10% to 30% of the difference between the
ASV and the actual sales price.             

Our wholly owned  subsidiary,  Shanghai  Xin Ji Yang,  engages in this sales and
marketing phase of our business.                                                

Underwriting sales business                                                     
---------------------------                                                     

In 2004,  through  Shanghai  Shang Yang, we ventured into a higher risk business
model (the "Underwriting  Model") whereby our commission was not calculated as a
percentage of the selling price; instead, our commission revenue is equal to the
price difference  between the final selling price and underwriting  price. Under
this  Underwriting  Model,  we negotiate with the developer for an  underwriting
price that is as low as possible with the  guarantee  that all unsold units will
be sold by a specific date. In return,  we have the flexibility to establish the
final  sales  price,  and we earn the price  difference  between the final sales
price and the underwriting  price. The risk in this kind of agreement is that if
there are any unsold units on the expiry date,  we may have to absorb the unsold
units from developers at the underwriting  price. We would then hold these units
in our inventory or as investments.                                             

26

424B3
27th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 27th
PRC's Property Sector                                                           

In the PRC, all land titles are owned by the government,  and private  companies
are granted the Land Use Rights Certificate  ("LURC") for a period not exceeding
70 years, depending on the purpose of the development.  For example, residential
property has a land use right of 70 years, commercial and entertainment land has
land use right of 50 years.                                                     

During  tenure of a land use right,  the assignee may claim the piece of land as
its property asset,  whereby this property is  transferable  and may be used for
various commercial purposes,  i.e., sales and purchase,  rent and lease, subject
to mortgage and guarantee, provided that the principal owner of the rights would
have to pay government usage fees. The PRC's regulation  framework also requires
that a property  development  company possess Land Use Right Certificates before
registering itself as a Property  Development  Company. We have not acquired any
Land Use Rights;  therefore,  we are not  registered  as a Property  Development
Company.                                                                        

With our accumulated expertise and experience, we will slowly take a more       
aggressive role by participating in property development. We plan to select     
property developers with outstanding qualifications as our strategic partners,  
and to continue to build strength in design, planning, positioning and marketing
services. Further, we plan to become a small equity participant in property     
development projects.                                                           

Government regulation                                                           
---------------------                                                           

The Law on the Protection  Investments from Taiwan Compatriots  ensures that the
PRC  Government  shall  under  no   circumstances   interfere  in  the  economic
cooperation   between  the  Mainland  China  and  Taiwan  because  of  political
differences.  Under this law, the PRC Government may not  discriminate  and must
protect the legal rights of Taiwan  compatriots'  investments in Mainland China.
This policy allows Taiwan businesses to safely operate in Mainland China without
government discrimination.                                                      

On August 31,  2003,  the State  Council of the PRC issued Guo Fa (2003)  No.18,
State  Council's  notice  regarding the  accelerating  real estate market in the
direction of  continuous  and healthy  development.  There is no doubt that this
policy will become an important  contribution to the PRC's economic development.
It explicitly  provides for assistance to middle/low  income households by means
of subsidies,  clearly defining the regulations to control land pricing so as to
enable the  majority of  households  to pay housing  prices and fulfill  Chinese
citizens'  dreams of buying ordinary  housing.  This policy will have a positive
influence on the overall economic growth of the country.                        

While the No.18 Policy  conforms to the public  opinion to satisfy market supply
and demand,  it also provides that strong  support will be provided to qualified
real estate  development  companies.  The  construction  cost for economical and
suitable  housing will also be reduced through  measures such as land transfers,
reducing or waiving  administrative  and institutional  charges,  as well as tax
revenue  preferential  policies,   etc.  Enterprises  will  operate  in  a  fair
competition  environment,  thus eliminating  under-the-table  transactions  that
occurred in the past.                                                           

The items  that  benefit  real  estate  developers  under  No.18  Policy are the
following:                                                                      

- Increase the supply of middle and low income housing.       

- Control construction of upscale commodity apartments.       

- Stimulate the secondary housing market.                     

         - Increase the collection of housing accumulation funds, and exert more
efforts in granting loans.                                

         - Strengthen the supervision  and management of mortgages,  and provide
         more credit support to qualifying real estate development projects.

In March and May,  2005,  the State  Council of the PRC issued two proposals for
stabilizing the housing prices.  The purpose of these proposals was to stabilize
housing  prices,  to adjust and improve the structure of the real estate market,
to adjust supply and demand in the market,  to decrease  financing  risk, and to
enhance the supervision of the real estate market.                              

These  proposals will promote the  development of China's real estate market and
help  improve the national  economy.  We believe that we will benefit from these
proposals.                                                                      

27

424B3
28th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 28th
Mainland China's Property Sector                                                

The industry's  macro  environment is slowly opening up, and the property sector
is gradually  developing to be a more regulated  market.  Stable economic growth
provides a solid and secure base for investment returns in the property sector. 

GDP Growth of PRC for the period of 2001 through 2005                           

-------- ------------                                                       
GDP GROWTH                                              
-------- ------------                                                       
2001         8.30%                                                      
-------- ------------                                                       
2002         9.10%                                                      
-------- ------------                                                       
2003        10.00%                                                      
-------- ------------                                                       
2004        10.10%                                                      
-------- ------------                                                       
2005         9.90%                                                      
-------- ------------                                                       

Figure 2: GDP  Growth of US,  Japan,  Taiwan,  and China for the  period of 2000
through 2004                                                                    

 [GRAPHIC OMITTED]

Figure  3: Per  Capita  GDP as  Multiple  of China  for US,  Japan,  Hong  Kong,
Singapore, Taiwan, and China.                                                   

 [GRAPHIC OMITTED]

28

424B3
29th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 29th
EMPLOYEES                                                                       

    As of December 31, 2005, we had the following number of employees:

                                                                      NO. OF
         DEPARTMENT                                                    EMPLOYEES
Sunrise Group                                                                   
Taiwan Management                                                          4    
Chairman's Office                                                          3    
Marketing Dept.                                                            1    
Accounting Dept.                                                           5    
Administration Dept.                                                       8    
Investment Relations Dept.                                                 2    
Subtotal                                                                  23    

Shanghai Branch of XJY                                                          
Administration Dept.                                                      16    
Accounting Dept.                                                           5    
Advertising & Communication Planning Dept.                                18    
Research & Development Dept.                                               7    
Marketing Dept.                                                           50    
Subtotal                                                                  96    

Suzhou Branch of XJY                                                            
Administration Dept.                                                       9    
Accounting Dept.                                                           2    
Research & Development Dept.                                              12    
Advertising & Communication Planning Dept.                                 1    
Marketing Dept.                                                           88    
Subtotal                                                                  112   

Nanchang Branch of XJY                                                          
Administration Dept.                                                       7    
Accounting Dept.                                                           2    
Research & Development Dept.                                               3    
Advertising & Communication Planning Dept.                                 1    
Marketing Dept.                                                           44    
Subtotal                                                                  57    

Beijing Branch of XJY                                                           
Administration Dept.                                                       5    
Accounting Dept.                                                           1    
A & D Dept.                                                                1    
Subtotal                                                                   7    

Yangzhou Branch of XJY                                                          
Administration Dept.                                                       3    
Accounting Dept.                                                           1    
Marketing Dept.                                                           32    
Subtotal                                                                  36    
TOTAL                                                                     331   

29

424B3
30th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 30th
MANAGEMENT                                                                      

         The  following  table sets forth  certain  information  concerning  the
executive officers and directors of Sunrise-Texas.                              

Date of Appointment      Name of Individual    Age          Positions Held      

October 11, 2004         LIN, CHI-JUNG         46    President, CEO and Chairman
                                                Senior Vice President,

May 23, 2005             LIN, CHAO CHIN        56     Director and Vice Chairman

April 25, 2005           HONANYAN, ART         61       Chief Financial Officer 

November 23, 2004        LI XIAO GANG          48             Director          

October 14, 2005         CHEN, WEI HUA         32             Director          

November 23, 2004        CHEN REN              58             Director          

November 23, 2004        FU XUAN-JIE           55             Director          

August 23, 2005          ZHANG XI              35             Director          

Following is  biographical  information  for each of the executive  officers and
directors  consisting of their age,  principal  occupation,  and other  relevant
information.  There are no family  relationships  among any of the  directors or
executive  officers of  Sunrise-Texas.  The  designation of  "Affiliated"  noted
beside the director name  indicates  that the director is an officer or employee
of Sunrise-Texas.                                                               

Lin Chi-Jung (Affiliated),  age 46, is the Chairman, President & Chief Executive
Officer, and controlling shareholder of Sunrise-Texas.  Mr. Lin began serving as
a Director of SRRE Sunrise-Texas on October 28, 2003, and was appointed Chairman
on October 11, 2004. Mr. Lin also serves as the Chairman of all of the operating
subsidiaries  under the Sunrise-Texas  Group. He founded Shanghai Xin Ji Yang in
late  2001 and  Shanghai  Shang  Yang in 2004.  In  addition,  he  serves as the
President  of  Sunrise-Cayman,  Lin Ray Yang,  Shanghai Xin Ji Yang and Shanghai
Shang Yang. Mr. Lin is the principal and controlling  shareholder of Ace Develop
Properties Limited. In addition,  Mr. Lin serves as the agent for the beneficial
shareholders  of  Sunrise-Cayman  and Lin Ray Yang.  Prior to  establishing  the
property business,  Mr. Lin started his career and business in the entertainment
industry  and  became a famous  actor in Chinese  communities  around the world,
including  Mainland  China,  Taiwan,  North  America  and South East Asia before
turning  to be a  film  director,  producer,  distributor  and  investor  in the
mid-90's.                                                                       

Lin, Chao-Chin  (Affiliated),  age 56, is one of the co-founders of Xin Ji Yang.
He has 28 years of real estate industry experience, particularly in the areas of
agency,  property investment,  and development  services.  Prior to starting his
business in the PRC, he  co-founded  Taipei Xin Lian Yang  Property  Co. Ltd. in
Taiwan back in the early 1980's,  which grew to have contracted  sales of NT 120
Billion  (approx.  US$ 3.4 billion) and 800  employees.  In 2001,  he joined Lin
Chi-Jung  to  re-establish  his career in China.  Currently,  Lin  Chao-Chin  is
managing  the  day-to-day  business  operations  of Xin Ji Yang.  Lin  Chao-Chin
graduated from Taiwan Chung Yuan University with a Bachelors  Degree in Business
Administration.                                                                 

Honanyan, Art, age 61, is a Certified Management Accountant (USA). He was on the
faculty  of three  Southern  California  based MBA  programs  during the past 11
years.  He was Chief  Financial  Officer and member of the Board of Directors of
the  California  Central Trust Bank and its holding  company during between 1983
and 1992. He holds an MBA degree from New York University, New York, NY, USA and
a BA degree from George Washington University, Washington, DC, USA.             

Li Xiao-Gang,  age 48, was appointed as an independent director of Sunrise-Texas
on November  23, 2004.  Mr. Li graduated  from  Shanghai  Finance and  Economics
University in 1984,  and joined the Shanghai  Academy of Social and Science.  In

30

424B3
31st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 31st
1992, he was the deputy director of the Economics Law Consultation Center of the
Shanghai  Academy.  In  2000,  he was the  Director  of the  Foreign  Investment
Research  Center of the Academy.  From 1992 to the  present,  Mr. Li served as a
Director cum Deputy Secretary-General of the Shanghai Consultation Association. 

Chen, Wei Hua, age 32, Taiwan Certified Public Accountant. For the past 5 years,
Ms. Chen has been an accountant in Lian Hua Accounting Firm.                    

Fu Xuan-Jie,  age 55, was appointed as an independent  director of Sunrise-Texas
on November 23, 2004.  Mr. Fu is an attorney and currently  practices law in his
co-founded firm, Fu Xuan-Jie & Associates Law Office.  Prior to establishing his
own law firm,  Mr. Fu was  associated  with several  other law  offices.  Mr. Fu
specializes  in corporate  and  international  law,  especially  in the areas of
international compensation and financial legality cases.                        

Chen Ren, age 58, was appointed as an independent  director to  Sunrise-Texas on
November 23, 2004.  Mr. Chen is  currently  the general  manager of the Shanghai
Housing  Developing  Center,  a  subsidiary  of Shanghai  Real  Estate  Group of
Companies.  He has been involved in the Shanghai  real  property  market for the
past 15 years. Among some of the companies that he has been associated with are:
Shanghai She-ye Property Ltd.,  Shanghai Rui Nan Property  Limited,  the General
Manager of Shanghai Gong Zhi Jing Center.                                       

Zhang, Xi, age 35, was appointed as an independent  director to Sunrise-Texas on
August 23, 2005. Mr. Zhang is an Economy Doctor, Senior Economist,  Certificated
Public  Accountant and  Certificated  Public  Valuer.  He has served in Shanghai
Zhonghua  Auditor Company as the manager of International  Department,  Shanghai
Zhangjiang  Hi-tech Zone  Development  Company.  Ltd as Vice General Manager and
Financial  Controller of Shanghai Zhang Jiang  Semiconductor  Industry Park Co.,
Ltd as General Manager.                                                         

CONFLICTS OF INTEREST                                                           

We believe  that our  officers  and  directors  will be subject to  conflicts of
interest.  The  conflicts  of  interest  arise  from  their  time spent on other
businesses unrelated to ours.                                                   

FAMILY RELATIONSHIPS                                                            

There are  currently  no family  relationships  among the  directors,  executive
officers,  or persons  nominated or chosen to become the  directors or executive
officers of Sunrise-Texas.                                                      

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS                                        

To our  knowledge,  during the past five (5) years,  our officers and  directors
have:  (a) not filed a petition under the federal  bankruptcy  laws or any state
insolvency laws, nor had a receiver,  fiscal agent or similar officer  appointed
by a court for the business or present of such a person,  or any  partnership in
which he was a general  partner  at or within  two (2) years  before the time of
such  filing,  or any  corporation  or business  association  of which he was an
executive  officer within two (2) years before the time of such filing;  (b) not
been convicted in a criminal  proceeding or named subject of a pending  criminal
proceeding (excluding traffic violations and other minor offenses); (c) not been
the  subject  of any  order,  judgment  or decree,  not  subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily  enjoining him from or otherwise limiting the following  activities:
(i)  acting as a futures  commission  merchant,  introducing  broker,  commodity
trading advisor,  commodity pool operator,  floor broker,  leverage  transaction
merchant,  associated  person  of  any  of the  foregoing,  or as an  investment
advisor,  underwriter,  broker  or  dealer in  securities,  or as an  affiliated
person,  director of any  investment  company,  or engaging in or continuing any
conduct or practice in connection with such activity;  (ii) engaging in any type
of business  practice;  (iii)  engaging in any activity in  connection  with the
purchase  or sale  of any  security  or  commodity  or in  connection  with  any
violation of federal or state securities laws or federal commodity laws; (d) not
been the subject of any order,  judgment or decree,  not subsequently  reversed,
suspended or vacated,  of any federal or state authority barring,  suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any activity  described  above,  or to be associated with persons engaged in any
such  activity;  (e) not been found by a court of  competent  jurisdiction  in a
civil action or by the Securities  and Exchange  Commission to have violated any
federal or state securities law and the judgment in such civil action or finding
by the Securities and Exchange  Commission has not been  subsequently  reversed,
suspended or vacated; (f) not been found by a court of competent jurisdiction in
a civil action or by the Commodity  Futures Trading  Commission to have violated
any federal commodities law, and the judgment in such civil action or finding by
the Commodity  Futures Trading  Commission has not been  subsequently  reversed,
suspended or vacated.                                                           

31

424B3
32nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 32nd
                                                        [Enlarge/Download Table]


BOARD COMMITTEES AND MEETINGS                                                                                   

During the fiscal year ended  December 31, 2004,  the Board of Directors did not                                
hold any  meetings.  However,  the  Board of  Directors  did  enter  into  three                                
Unanimous  Consents to  Corporate  Action.  The Board's  Audit and  Compensation                                
Committees did not hold any meetings during 2004.                                                               

During the fiscal year ended  December 31, 2005,  the Board of Directors  held 2                                
meetings  and entered  into 11  Unanimous  Consents to  Corporate  Action.  Each                                
director attended 100% of the meetings of the Board of Directors held during the                                
period for which he was a Director. The Board's Audit Committee met once and the                                
Compensation  Committee and the Governance and Nominating Committee did not hold                                
any meetings during 2005.  There was a Board of Directors  meeting held on March                                
23, 2006.                                                                                                       

The Board's  compensation  committee consists of Lin Chao Chin, Li Xiao Gang and                                
Fu Xuan Jie. The Board's audit committee  consists of Zhang Xi, Li Xiao Gang and                                
Fu Xuan Jie,  who are  independent  within the  meaning of Item  7(d)(3)(iv)  of                                
Schedule 14A under the Exchange  Act.  Zhang Xi serves as the Audit  Committee's                                
financial  expert as that term is used under Item 401(e) of Regulation  S-B. The                                
Board's  Governance and Nominating  Committee consists of Lin Chao Chin, Li Xiao                                
Gang and Fu Xuan Jie.                                                                                           

COMPENSATION OF DIRECTORS                                                                                       

During  fiscal  year  ended  December  31,  2005,  each  member  of the Board of                                
Directors received cash compensation for their services as Directors:  Chen, Wei                                
Hua received $6,292; Zhang, Xi received $5,416; and the remaining five directors                                
each received  $14,670.  The Directors were also reimbursed for their reasonable                                
expenses  incurred in  connection  with  attendance  at meetings of the Board of                                
Directors and its committees.                                                                                   

LIMITATIONS ON DIRECTORS' LIABILITY AND INDEMNIFICATION                                                         

The  Sunrise-Texas  Articles  of  Incorporation  allows  member  of the Board of                                
Directors to directly or indirectly  contract with  Sunrise-Texas for his or her                                
benefit if the  transaction  and the member's  interest  therein is known to the                                
other directors or shareholders who approve the transaction.  Sunrise-Texas  may                                
indemnify  its  officers  and  directors  to the extent  permitted  by the Texas                                
Business Corporation Act.                                                                                       

EXECUTIVE COMPENSATION AND OTHER INFORMATION                                                                    

The following table reflects the compensation of our Chief Executive Officer and                                
each of our compensated  executive officers whose compensation  exceeds $100,000                                
in fiscal years 2003, 2004 and 2005 for services rendered  Sunrise-Texas and its                                
subsidiaries.                                                                                                   

Summary Compensation Table   In US Dollars                                                                      

                                                                     Long Term Compensation(1)                  
                               ---------------------------------                                                
                                      Annual Compensation         Awards       Payouts                          
         (a)            (b)      (c)      (d)          (e)          (f)          (g)         (h)        (i)     
                        Year   Salary    Bonus     Other Annual  Restricted   Securities     LTIP    All Other  
                                                   Compensation    Stock      Underlying   Payouts  Compensation
                                                                  Award(s)   Options/SARs                       
                                                                                                                
Name and Principal      ($)      ($)       ($)        ($)          (#)          ($)          ($)                
Position                                                                                                        
Lin, Chi-Jung, CEO,     2005   153,886  164,072(2)  100,148(3)      0            0            0          0      
President & Chairman    2004   86,509    282,728    134,115         0            0            0          0      
(appointed on Oct 11,   2003   44,468       0        14,499         0            0            0          0      
2004)                                                                                                           

                                       32                                                                       

424B3
33rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 33rd
                                                                     Long Term Compensation(1)                  
                               ---------------------------------                                                
                                      Annual Compensation         Awards       Payouts                          
         (a)            (b)      (c)      (d)          (e)          (f)          (g)         (h)        (i)     
                        Year   Salary    Bonus     Other Annual  Restricted   Securities     LTIP    All Other  
                                                   Compensation    Stock      Underlying   Payouts  Compensation
                                                                  Award(s)   Options/SARs                       

Lin, Chao-Chin          2005   153,886  164,072(2)  100,148(3)      0            0            0          0      
Senior Vice             2004   55,096   282,728     108,742         0            0            0          0      
President               2003   41,080      0         14,499         0            0            0          0      
Managing Director of                                                                                            
a Subsidiary                                                                                                    

Chiu, Chi-Yuan,                                                                                                 
CEO, President &        2004      0        0            0           0            0            0          0      
Chairman                2003      0        0            0           0            0            0          0      
(appointed on October                                                                                           
28, 2003 and resigned                                                                                           
on October 11, 2004)                                                                                            

Yarek Bartosz             2003    0        0            0           0            0            0          0      
President, Secretary                                                                                            
(resigned on October                                                                                            
28, 2003)                                                                                                       

(1)      There are no stock option, retirement, pension, or profit sharing plans
for the benefit of our officers and directors.                

(2)      Lin Chi-Hung and Lin  Chao-Chin  each received  discretionary  bonus of
         $164,072  in  2005.  This  incentive  was  attributed  to  the  initial
         management team members for their valuable contribution to the Company.
         It was  calculated  at 15% of net profit before income tax of SHXJY and
subsidiaries in 2005.                                         

(3)      Lin Chi-Jung  and Lin  Chao-Chin  each  received  housing  allowance of
$96,690 and travel allowance of $4,959 during the year 2005.  

EMPLOYEE INCENTIVE STOCK OPTIONS/SAR GRANTS                                     

We do not have any stock option, retirement, pension or profit sharing plans for
the benefit of our officers, directors or employees.  Accordingly, no individual
grants of stock options, whether or not in tandem with Stock Appreciation Rights
("SARs") and  freestanding  SARs have been made to any executive  officer or any
director since our inception, and no stock options have been exercised by any of
our officers or directors in any fiscal year.                                   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

Chang,  Shu-Ching,  a former director of Sunrise-Texas has contributed  $277,895
during 2004 into a co-operation  agreement with  Sunrise-Texas  to jointly carry
out the  Sovereign  Building  Project.  This  cash  participation  was used as a
portion of the $2,416,480  Performance  Guarantee  Deposit paid to SIP HI-Dragon
Real Estate  Development Co., Ltd. for  participation in the Sovereign  Building
Project.  It represents an investment risk sharing  participation  of the former
director into the project,  whereby the director will share the investment  risk
and  profit of the  project  via an agreed  upon  proportionate  profit  sharing
scheme. This cash advance bears no interest rate and will be fully paid off upon
the  fulfillment  of the  underwriting  contract,  however  if the  underwriting
contract fails to deliver its return, this amount will not be paid off.         

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT                     

The  following  tables set forth  information  concerning  the  holdings of each
person  known to  Sunrise-Texas  to be the  beneficial  owner of more  than five
percent (5%) of our common stock, of each director and named executive  officer,
and of all of  Sunrise-Texas's  directors and executive officers as a group. The
respective  director,  officer or  shareholder  furnished all  information  with
respect to beneficial ownership to Sunrise-Texas.                               

33

424B3
34th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 34th
                                                        [Enlarge/Download Table]


Security Ownership of Certain Beneficial Owners and Management                              

---------------- -------------------------------------- ----------------------- ------------
                                                                                    (1)     
 Title of Class   Name and Address of Beneficial Owner   Amount and Nature of    Percent of 
                                                         Beneficial Ownership      Class    
---------------- -------------------------------------- ----------------------- ------------
                                                                                            
  Common Stock   Lin Chi-Jung, CEO, President and         8,760,000 shares (2)      38.09   
                 Chairman 11F, No. 249, Sec 1, Fushing                                      
                 S Rd., Da-an District, Taipei City                                         
                 106, Taiwan R.O.C                                                          
  Common Stock   Directors and Executive Officers as a                                      
                 group                                    9,790,000 shares (2)      42.6%   
---------------- -------------------------------------- ----------------------- ------------

         (1)   Percentage  is  based  on  22,996,614   shares  of  common  stock
outstanding as at March 31, 2006.                             
         (2) Includes 8,760,000 shares owned by Ace Develop Properties  Limited,
         of which Mr. Lin Chi-Jung is the sole owner. and 1,030,000 shares owned
         by Marco Partners, Inc., of which Chiu, Chi-Yuan, Senior Vice President
of Sunrise-Texas, is a principal.                             

Changes in Control                                                              

To the knowledge of management,  there are no present arrangements or pledges of
our securities that may result in a change in control of Sunrise-Texas.         

 DESCRIPTION OF COMMON STOCK

Sunrise-Texas  has authority to issue  200,000,000  shares of common stock,  par
value  $0.01 per share.  Holders of common  stock are  entitled  to one vote per
share and to receive dividends or other  distributions when, and if, declared by
the board of directors. As of the date of this prospectus, there were 22,996,614
shares of common stock outstanding.                                             

 DESCRIPTION OF PROPERTY

We  currently  rent our  facilities  at Suite  701,  No.333,  Zhaojiabang  Road,
Shanghai,  the PRC. In  addition,  we have  regional  field  support  offices in
various cities in Mainland China, namely Suzhou, Beijing,  Nachang and Yangzhou.
We lease the facilities that house our regional field support offices.          

 LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings of a material nature.       

 LEGAL MATTERS

Carl A. Generes,  Esq., Dallas, Texas, will pass upon the validity of the common
stock offered by this prospectus.                                               

 EXPERTS

The financial  statements  included in the  Prospectus  have been audited by BDO
McCabe Lo Limited,  an independent  registered  public  accounting  firm, to the
extent and for the periods set forth in their report appearing  elsewhere herein
and are included in reliance  upon such report given upon the  authority of said
firm as experts in auditing and accounting.                                     

 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   Any  statements  about  our
expectations,  beliefs,  plans,  objectives,  assumptions  or  future  events or
performance  are  not  historical  facts  and  may  be  forward-looking.   These

34

424B3
35th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 35th
statements are often,  but not always,  made through the use of words or phrases
like "anticipate,"  "estimate,"  "plans," "projects,"  "continuing,"  "ongoing,"
"expects," "management believes," "the Company believes," "the Company intends,"
"we  believe,"  "we  intend" and similar  words or phrases.  Accordingly,  these
statements involve estimates,  assumptions and uncertainties,  which could cause
actual  results  to  differ   materially  from  those  expressed  in  them.  Any
forward-looking  statements  are qualified in their entirety by reference to the
factors discussed in this prospectus or incorporated by reference.              

Because the factors  discussed in this prospectus  could cause actual results or
outcomes  to differ  materially  from  those  expressed  in any  forward-looking
statements made by us or on behalf of us, you should not place undue reliance on
any such forward-looking statements.                                            

Further, any forward-looking statement speaks only as of the date on which it is
made, and we undertake no obligation to update any forward-looking  statement or
statements  to  reflect  events or  circumstances  after the date on which  such
statement is made or to reflect the  occurrence  of  unanticipated  events.  New
factors emerge from time to time, and it is not possible for us to predict which
will  arise.  In  addition,  we cannot  assess the impact of each  factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any  forward-looking
statements.                                                                     

35

424B3
36th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 36th
WHERE YOU CAN GET MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports, proxy
statements  and  other  information  with the SEC.  You may read and copy  these
reports,  proxy  statements and other  information at the SEC's public reference
rooms in Washington,  D.C., New York, NY and Chicago, IL. You can request copies
of these  documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at  1-800-SEC-0330  for more information about the operation
of the public  reference  rooms. Our SEC filings are also available at the SEC's
website at "http:\\www.sec.gov."                                                

We have not  authorized  any  dealer,  salesperson  or other  person to give any
information or to make any  representations  not contained in this prospectus or
any prospectus  supplement.  You must not rely on any unauthorized  information.
This prospectus is not an offer of these  securities in any state where an offer
is not permitted.  The  information in this prospectus is current as of the date
of this prospectus. You should not assume that this prospectus is accurate as of
any other date.                                                                 

36

424B3
37th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 37th
 CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Registered Public Accounting Firm.................     F-1

Consolidated Balance Sheets -                                                   
  December 31, 2005 and 2004............................................     F-2

Consolidated Statements of Operations -                                         
  December 31, 2005 and 2004............................................     F-4

Consolidated Statements of Stockholders' Equity -                               
  December 31, 2005 and 2004............................................     F-5

Consolidated Statements of Cash Flows -                                         
  December 31, 2005 and 2004............................................     F-6

Notes to Consolidated Financial Statements..............................     F-8

37

424B3
38th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 38th
 Report of Independent Registered Public Accounting Firm

To the Board of Directors and stockholders of                                   
Sunrise Real Estate Development Group, Inc.                                     

We have audited the  accompanying  consolidated  balance  sheets of Sunrise Real
Estate Development Group, Inc. as of December 31, 2005 and 2004, and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years ended December 31, 2005 and 2004.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these 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.  The 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 includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.                                               

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position of Sunrise Real
Estate  Development Group, Inc. as of December 31, 2005 and 2004 and the results
of its  consolidated  operations and cash flows for the years ended December 31,
2005 and 2004, in conformity with generally  accepted  accounting  principles in
the United States of America.                                                   

BDO McCabe Lo Limited                                                           

Hong Kong, March 20, 2006                                                       

F-1 

424B3
39th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 39th
 Sunrise Real Estate Development Group, Inc.

 Consolidated Balance Sheets

 (Expressed in US Dollars)

                                                   December 31,   December 31,
                                                   2005           2004
                                                   ------------   ------------
ASSETS                                                                          

Current assets                                                                  
 Cash and cash equivalents                         $    855,588   $    969,913
 Accounts receivable                                  1,359,246      2,280,172
Deposits for acquisition of properties (Note 7)      4,150,476           -- 
 Promissory deposits (Note 3)                           247,924      2,784,994
Amounts due from venturers (Note 4)                    820,040           -- 
 Other receivables and deposits (Note 5)                168,709        362,586
                                                   ------------   ------------

 Total current assets                                 7,601,983      6,397,665

Plant and equipment - net (Note 6)                       531,458        596,685 
Deferred tax assets (Note 14)                            144,333           --   
Deposits for acquisitions of properties (Note 7)       7,488,899      1,480,036 
Goodwill (Note 8)                                        187,783        183,029 
                                                   ------------   ------------

Total assets                                        $ 15,954,456   $  8,657,415 
                                                   ------------   ------------

LIABILITIES AND SHAREHOLDERS' EQUITY                                            

Current liabilities                                                             
 Bank loans (Note 9)                               $  1,073,650   $    276,084
 Promissory notes payable (Note 10)                   1,123,962      1,000,000
 Accounts payable                                        73,522        193,762
 Venture deposits                                          --          972,633
 Amount due to director (Note 11)                       169,416         59,167
 Other payables and accrued expenses (Note 12)        1,914,622      1,620,980
 Other tax payable (Note 13)                            158,439        114,747
 Income tax payable (Note 14)                           511,700         56,575
                                                   ------------   ------------

 Total current liabilities                            5,025,311      4,293,948
                                                   ------------   ------------

F-2 

424B3
40th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 40th
Commitments and contingencies (Note 15)                     --             --   

Long-term bank loan (Note 9)                           5,306,506      1,203,952 

Minority interest                                        223,580          3,948 

Shareholders' equity                                                            
Common stock, par value $0.01 per share;                                    
200,000,000 shares authorized; 21,636,614                               
   shares issued and outstanding                        216,366        216,366
 Additional paid-in capital                           2,233,844      2,233,844
 Statutory reserve (Note 16)                            241,664        175,004
  Retained earnings                                   2,559,836        530,353
Accumulated other comprehensive income (Note 17)       147,349           -- 
                                                   ------------   ------------

 Total shareholders' equity                           5,399,059      3,155,567
                                                   ------------   ------------

Total liabilities and shareholders' equity          $ 15,954,456   $  8,657,415 
                                                   ============   ============

See accompanying notes to consolidated financial statements.

F-3 

424B3
41st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 41st
 Sunrise Real Estate Development Group, Inc.

 Consolidated Statements of Operations

 (Expressed in US Dollars)

                                                  Years Ended December 31,
                                                  2005            2004
                                                  ------------    ------------

Net revenue                                        $ 10,880,468    $  7,723,641 

Cost of revenue                                      (3,361,000)     (4,162,762)
                                                  ------------    ------------

Gross profit                                          7,519,468       3,560,879 

Operating expenses                                   (1,018,416)     (1,048,574)

General and administrative expenses                  (3,651,186)     (2,335,714)
                                                  ------------    ------------

Operating profit                                      2,849,866         176,591 

Interest income                                          10,958           7,887 

Other income, net                                        63,374          54,891 

Interest expenses                                      (162,496)        (23,333)
                                                  ------------    ------------

Profit before income tax and minority interest        2,761,702         216,036 

Income tax (Note 14)                                   (500,732)       (164,174)
                                                  ------------    ------------

Profit before minority interest                       2,260,970          51,862 

Minority interest                                      (164,827)         12,082 
                                                  ------------    ------------

Profit for the year                                $  2,096,143    $     63,944 
                                                  ============    ============

Earnings per share - basic and diluted             $       0.10    $       0.00 
                                                  ============    ============

Weighted average common shares outstanding -                                    
basic and diluted                                    21,636,614      16,600,060 
                                                  ============    ============

See accompanying notes to consolidated financial statements.

F-4 

424B3
42nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 42nd
                                                        [Enlarge/Download Table]


                   Sunrise Real Estate Development Group, Inc.                                                                    

                 Consolidated Statements of Stockholders' Equity                                                                  

                            (Expressed in US Dollars)                                                                             

                                        Common Stock                                                                              
                                  ------------------------                                                                        
                                                                                        Accumulated      Retained                 
                                   Number                    Additional                    other         earnings/       Total    
                                  of share                     paid-in     Statutory   comprehensive  (accumulated   stockholders'
                                   issued        Amount        capital      reserve       income         losses)        equity    
                                 -----------   -----------   -----------  -----------  -------------   -----------    ----------- 
                                                                                                                                  
Balance, December 31, 2003        15,000,000   $   150,000   $   200,000  $   143,163           --     $   498,250    $   991,413 

Issuance of common stock in             --                                                                                        
respect of reverse acquisition     6,636,614        66,366        33,844         --          100,210                              
                                                                                                                      ----------- 
Recapitalization of LRY                 --                                                                                        
                                                      --            --      2,000,000           --            --        2,000,000 
Profit for the year                     --                                                                                        
                                                      --            --           --             --          63,944         63,944 

Transfer between reserves               --            --            --         31,841           --         (31,841)          --   
                                 -----------   -----------   -----------  -----------  -------------   -----------    ----------- 

Balance, December 31, 2004        21,636,614   $   216,366   $ 2,233,844  $   175,004           --     $   530,353    $ 3,155,567 

Profit for the year                     --            --            --           --             --       2,096,143      2,096,143 

Transfer between reserves               --            --            --         66,660           --         (66,660)          --   

Translation of foreign                                                                                                            
operations                              --            --            --           --          147,349          --          147,349 
                                 -----------   -----------   -----------  -----------  -------------   -----------    ----------- 

Balance, December 31, 2005        21,636,614   $   216,366   $ 2,233,844  $   241,664  $     147,349   $ 2,559,836    $ 5,399,059 
                                 ===========   ===========   ===========  ===========  =============   ===========    =========== 

See accompanying notes to consolidated financial statements.

F-5 

424B3
43rd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 43rd
                                                        [Enlarge/Download Table]


                   Sunrise Real Estate Development Group, Inc.                            
                      Consolidated Statements of Cash Flows                               
                Increase/(Decrease) in Cash and Cash Equivalents                          
                            (Expressed in US Dollars)                                     

                                                                Years Ended December 31,  
                                                                   2005           2004    
                                                               -----------    ----------- 
                                                                                          
Cash flows from operating activities                                                      
  Net income                                                   $ 2,096,143    $    63,944 
    Adjustments to reconcile net income to                                                
      net cash provided by/(used in) operating activities                                 
    Depreciation of plant and equipment                            131,072         81,602 
    Loss on disposal of plant and equipment                         13,273           --   
    Deferred tax credit                                           (142,202)          --   
    Minority interest                                              164,827        (12,082)
    Change in:                                                                            
      Accounts receivable                                       (3,407,046)    (1,931,644)
      Promissory deposits                                          126,865     (2,748,747)
      Other receivables and deposits                               257,248       (256,935)
      Accounts payable                                            (122,101)        59,075 
      Venture deposits                                                --          972,633 
      Deferred commission income                                   948,013           --   
      Customer deposits                                               --          (22,451)
      Other payables and accrued expenses                          212,636      1,451,144 
      Other tax payable                                             39,678         97,049 
      Income tax payable                                           442,173                
                                                                                  (60,609)
                                                               -----------    ----------- 
Net cash used in operating activities                              760,579     (2,307,021)
                                                               -----------    ----------- 

Cash flows from investing activities                                                      
   Acquisition of plant and equipment                              (69,270)      (451,451)
   Deposits paid for acquisition of properties                  (5,799,951)    (1,480,036)
   Cash increase due to reverse acquisition by CY-SRRE & LRY          --          118,797 
   Acquisition of interest in subsidiary                              --         (193,180)
   Proceeds from disposal of plant and equipment                     4,519           --   
   Proceeds from disposal of equity interest in subsidiary          39,714           --   
                                                               -----------    ----------- 
Net cash used in investing activities                           (5,824,988)    (2,005,870)
                                                               -----------    ----------- 

Cash flows from financing activities                                                      
   Bank loan repayment                                            (262,503)          --   
   Bank loans obtained                                           5,001,125      1,480,036 
   Proceeds from promissory note                                   123,962      1,000,000 
   Recapitalization of LRY                                            --        2,000,000 
   Capital contribution from minority interest                      12,082         12,082 
   Dividends paid                                                     --         (543,708)
   Advances from director                                          110,249         54,635 
                                                               -----------    ----------- 
Net cash provided by financing activities                        4,984,915      4,003,045 
                                                               -----------    ----------- 

Effect of exchange rate changes on cash and cash equivalents       (34,831)          --   
                                                               -----------    ----------- 
Net decrease in cash and cash equivalents                         (114,325)      (309,846)

Cash and cash equivalents at beginning of year                     969,913      1,279,759 
                                                               -----------    ----------- 

Cash and cash equivalents at end of year                       $   855,588    $   969,913 
                                                               ===========    =========== 

                                      F-6                                                 

424B3
44th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 44th
Supplemental disclosure of cash flow information                                          
Cash paid during the period:                                                              
      Income tax paid                                              187,809        224,783 
      Interest paid                                                188,160           --   

Non-cash activities (Note 20)                                             

See accompanying notes to consolidated financial statements.

F-7 

424B3
45th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 45th
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)                                                       

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS                               

Sunrise Real Estate Development  Group, Inc.  ("CY-SRRE") was established in the
Cayman  Islands on April 30, 2004 as a limited  liability  company.  CY-SRRE was
wholly owned by Ace Develop  Properties  Limited ("Ace  Develop"),  of which Lin
Chi-Jung, an individual, is the principal and controlling shareholder.  Shanghai
Xin Ji Yang Real Estate  Consultation  Company Limited ("SHXJY") was established
in the  People's  Republic  of China (the "PRC") on August 14, 2001 as a limited
liability company.  SHXJY was originally owned by a Taiwanese company,  of which
the principal and controlling shareholder was Lin Chi-Jung. On June 8, 2004, all
the fully paid up capital of SHXJY was transferred to CY-SRRE.  On June 25, 2004
SHXJY and two individuals  established a subsidiary,  namely, Suzhou Xin Ji Yang
Real Estate  Consultation  Company Limited ("SZXJY") in the PRC. SHXJY holds 90%
of equity interest in SZXJY. On December 24, 2004,  SHXJY acquired 85% of equity
interest  in  Beijing  Xin Ji Yang  Real  Estate  Consultation  Company  Limited
("BJXJY"),  a PRC company incorporated on April 16, 2003 with limited liability.
On August 9, 2005,  SHXJY sold a 10% equity interest in SZXJY to a company owned
by a  director  of  SZXJY,  and  transferred  a 5% equity  interest  in SZXJY to
CY-SRRE.  Following the disposal and the transfer, CY-SRRE effectively holds 80%
equity interest in SZXJY.                                                       

LIN RAY YANG  Enterprise  Ltd.  ("LRY") was  established  in the British  Virgin
Islands on November 13, 2003 as a limited  liability  company.  LRY was owned by
Ace  Develop,  Planet  Technology  Corporation  ("Planet  Tech")  and  Systems &
Technology  Corporation ("Systems Tech"). On February 5, 2004, LRY established a
wholly owned subsidiary,  Shanghai Shang Yang Real Estate  Consultation  Company
Limited ("SHSY") in the PRC as a limited liability company. On January 10, 2005,
LRY and a PRC third party established a subsidiary,  namely, Suzhou Gao Feng Hui
Property  Management  Company Limited ("SZGFH") in the PRC. LRY holds 80% of the
equity interest in SZGFH.                                                       

SHXJY, SZXJY, BJXJY, SHSY and SZGFH commenced  operations in November 2001, June
2004, January 2004, February 2004 and January 2005, respectively.  Each of SXJY,
SZXJY,  BJXJY,  SHSY and SZGFH has been granted a twenty year  operation  period
from the PRC which can be extended with approvals from relevant PRC authorities.

On August 31,  2004,  Sunrise  Real Estate  Development  Group,  Inc.  ("SRRE"),
CY-SRRE and Lin Chi-Jung, an individual and agent for the beneficial shareholder
of CY-SRRE,  i.e., Ace Develop,  entered into an exchange  agreement under which
SRRE issued  5,000,000  shares of common stock to the beneficial  shareholder or
its designees,  in exchange for all  outstanding  capital stock of CY-SRRE.  The
transaction was closed on October 5, 2004. Lin Chi-Jung is Chairman of the Board
of Directors of SRRE, the President of CY-SRRE and the principal and controlling
shareholder of Ace Develop.                                                     

Also on August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for
beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and Systems Tech,
entered into an exchange  agreement under which SRRE issued 10,000,000 shares of
common stock to the beneficial shareholders, or their designees, in exchange for
all  outstanding  capital stock of LRY. The transaction was closed on October 5,
2004.  Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the President
of LRY and the principal and controlling  shareholder of Ace Develop.  Regarding
the  10,000,000  shares of  common  stock of SRRE  issued  in this  transaction,
8,500,000  shares  were  issued to Ace  Develop,  750,000  shares were issued to
Planet Tech and 750,000 shares were issued to Systems Tech.                     

As a result of the  acquisition,  the former  owners of  CY-SRRE  and LRY hold a
majority  interest  in  the  combined  entity.   Generally  accepted  accounting
principles  require in certain  circumstances  that a company whose shareholders
retain the majority voting  interest in the combined  business be treated as the
acquirer for financial reporting purposes. Accordingly, the acquisition has been
accounted for as a "reverse acquisition" arrangement whereby CY-SRRE and LRY are
deemed to have purchased  SRRE.  However,  SRRE remains the legal entity and the
Registrant  for  Securities  and Exchange  Commission  reporting  purposes.  The
historical  financial  statements  prior to October 5, 2004 are those of CY-SRRE
and LRY and their  subsidiaries.  All  shares  and per share  data  prior to the
acquisition   have  been   restated   to  reflect   the  stock   issuance  as  a
recapitalization of CY-SRRE and LRY.                                            

SRRE was initially  incorporated in Texas on October 10, 1996, under the name of
Parallax  Entertainment,  Inc.  ("Parallax").  On December  12,  2003,  Parallax
changed its name to Sunrise Real Estate Development Group, Inc.                 

SRRE and its subsidiaries,  namely,  CY-SRRE, LRY, SHXJY, SZXJY, BJXJY, SHSY and
SZGFH are collectively referred to as "the Company" hereafter.                  

F-8 

424B3
46th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 46th
The principal  activities of the Company are the provision of property brokerage
services, real estate marketing services, property leasing services and property
management services in the PRC.                                                 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

Basis of Accounting and Principles of Consolidation                             

The consolidated  financial statements are prepared in accordance with generally
accepted  accounting  principals in the United States of America and present the
financial statements of SRRE and its subsidiaries,  CY-SRRE,  LRY, SHXJY, SZXJY,
BJXJY,  SHSY and SZGFH.  All  inter-company  transactions and balances have been
eliminated.                                                                     

Foreign Currency Translation and Transactions                                   

The  functional  currency  of SRRE,  CY-SRRE  and LRY is United  States  Dollars
("US$") and the financial  records are maintained  and the financial  statements
prepared in US$. The functional  currency of SHXJY, SZXJY, BJXJY, SHSY and SZGFH
is Renminbi  ("RMB") and the financial  records are maintained and the financial
statements prepared in RMB.                                                     

Foreign  currency  transactions  during  the  period  are  translated  into each
company's  denominated  currency at the exchange rates ruling at the transaction
dates.  Gain and loss resulting from foreign currency  transactions are included
in the consolidated statement of operations.  Assets and liabilities denominated
in  foreign  currencies  at the  balance  sheet  date are  translated  into each
company's  denominated  currency  at period end  exchange  rates.  All  exchange
differences are dealt with in the consolidated statements of operations.        

The financial statements of the Company's operations based outside of the United
States have been translated into US$ in accordance with SFAS 52.  Management has
determined  that  the  functional  currency  for each of the  Company's  foreign
operations  is  its  applicable  local  currency.  When  translating  functional
currency  financial  statements into US$, year-end exchange rates are applied to
the  consolidated  balance  sheets,  while  average  period rates are applied to
consolidated statements of operations. Translation gains and losses are recorded
in translation reserve as a component of shareholders' equity.                  

Exchange  rate  between  US$ and RMB had a little  fluctuation  during the years
presented.  The rates ruling as of December 31, 2005 and 2004 are US$1:  RMB8.07
and US$1: RMB8.28, respectively.                                                

Plant, Equipment and Depreciation                                               

Plant and  equipment  are stated at cost.  Depreciation  is  computed  using the
straight-line  method  to  allocate  the  cost of  depreciable  assets  over the
estimated useful lives of the assets as follows:                                

                                                Estimated Useful Life (in years)
                                                --------------------------------

Furniture and fixtures                          5-10                            
Computer and office equipment                   5                               
Motor vehicles                                  5                               

Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and improvements are capitalized.  When assets
are  disposed  of, the related  cost and  accumulated  depreciation  thereon are
removed  from the  accounts  and any  resulting  gain or loss is included in the
statement of operations.                                                        

Use of Estimates                                                                

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles  requires the Company's  management to make estimates and
assumptions   that  affect  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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.                       

Advertising Costs                                                               

All  advertising  costs  incurred in the promotion of the Company's  real estate
projects are expensed as incurred.                                              

F-9 

424B3
47th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 47th
Revenue Recognition                                                             

Agency  commission  revenue  from  property  brokerage  is  recognized  when the
property developer and the buyer complete a property sales transaction, which is
normally  at the time  when the  property  developer  receives  from the buyer a
portion  of the sales  proceeds  in  accordance  with the terms of the  relevant
property  sales  agreement,  or when we can confirm that the balance of the bank
loan to the buyer has been approved.                                            

Commission  revenue from  underwriting  service is recognized  when the property
developer and the buyer complete a property sales transaction, which is normally
at the time when the property  developer  has confirmed  that the  predetermined
level of sales proceeds have been received from buyers.                         

Revenue from  marketing  consultancy  services is  recognized  when services are
provided to clients.                                                            

Net Earnings per Common Share                                                   

The Company  computes net earnings  per share in  accordance  with SFAS No. 128,
"Earnings per Share." Under the  provisions of SFAS No. 128,  basic net earnings
per  share  is  computed  by  dividing  the net  earnings  available  to  common
shareholders  for the period by the weighted  average number of shares of common
stock outstanding during the period. The calculation of diluted net earnings per
share gives effect to common stock equivalents,  however; potential common stock
in the diluted EPS computation is excluded in net loss periods,  as their effect
is anti-dilutive.                                                               

Income Taxes                                                                    

The  Company  accounts  for  income  taxes  in  accordance  with  SFAS  No.  109
"Accounting  for Income Taxes." Under SFAS No. 109,  deferred tax liabilities or
assets at the end of each period are  determined  using the tax rate expected to
be in effect when taxes are actually paid or recovered. Valuation allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to be realized.                                                                 

Guarantees                                                                      

The Company accounts for its liability for its obligations  under a guarantee in
accordance with FASB Interpretation No. 45, (FIN45)  Guarantor's  Accounting and
Disclosure   Requirements  for  Guarantees,   Including  Direct   Guarantees  of
Indebtedness of Others.  FIN 45 requires that  guarantors  recognize a liability
for certain  guarantees  at the fair value of the  guaranteed  obligation at the
inception of the  guarantee,  even if the  likelihood of  performance  under the
guarantee is remote. The initial  recognition and measurement  provisions of FIN
45 are applicable on a prospective  basis to guarantees issued or modified after
December 31, 2002.                                                              

NOTE 3 - PROMISSORY DEPOSITS                                                    

Promissory  deposits represent deposits placed with several property  developers
in respect of a number of real estate  projects  where the Company is  appointed
sales agent.                                                                    

NOTE 4 - AMOUNTS DUE FROM VENTURERS                                             

The Company has entered into co-operation agreements with two venturers,  one of
them an  independent  third party;  the other the Company's  ex-director,  Chang
Shu-Ching, to jointly carry out a property underwriting project for a commercial
building under development in Suzhou, the PRC. According to the agreements,  the
Company,  Chang  Shu-Ching and the other venturer are entitled to share 65%, 10%
and 25% of the net results of the project, respectively.                        

The balance  represents  amounts due from venturers to acquire four units of the
commercial  building on their own. The balance is  unsecured,  interest free and
expected to be offset  against  their shares of results from the project.  As of
December 31, 2005,  they were not entitled to any sharing in accordance with the
agreements.                                                                     

F-10

424B3
48th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 48th
                                                        [Enlarge/Download Table]


NOTE 5 - OTHER RECEIVABLES AND DEPOSITS                                                 

                                                           December 31,    December 31, 
                                                               2005            2004     
                                                           ------------    ------------ 
                                                                                        
Other receivables                                          $    100,807    $    100,266 
Trade deposits                                                     --           190,933 
Advances to staff                                                13,322          21,699 
Rental deposits                                                  54,580          49,688 
                                                           ------------    ------------ 
                                                           $    168,709    $    362,586 
                                                           ============   ============  

NOTE 6 - PLANT AND EQUIPMENT, NET                                                       

                                                           December 31,    December 31, 
                                                               2005            2004     
                                                           ------------    ------------ 
Furniture and fixtures                                     $     57,811    $     50,924 
Computer and office equipment                                   182,867         143,683 
Motor vehicles                                                  532,887         519,645 
                                                           ------------    ------------ 
                                                                773,565         714,252 
Less: Accumulated depreciation                                 (242,107)       (117,567)
                                                           ------------    ------------ 
                                                           $    531,458    $    596,685 
                                                           ============    ============ 

NOTE 7 - DEPOSITS FOR ACQUISITION OF PROPERTIES                                         

                                                           December 31,    December 31, 
                                                               2005            2004     
                                                           ------------    ------------ 
Deposits paid for acquisition of properties                $ 12,601,596    $  1,480,036 
Less: Deferred commission income from properties acquired      (962,221)           --   
                                                           ------------    ------------ 
                                                           $ 11,639,375    $  1,480,036 
                                                           ============    ============ 

In 2004, the Company  entered into sales and purchase  agreements to acquire two
floors of a commercial  building under development in Suzhou, the PRC, mentioned
in Note 4 above.  During  2005,  the Company  entered  into a sales and purchase
agreement to further acquire two floors and six units of the commercial building
at an aggregate consideration of $14,539,762.  As of December 31, 2005, deposits
amounting  to  $12,601,596  have been  paid to the  property  developer.  As the
Company acts as that  property  developer's  sole  distribution  agent and earns
commission  income,  the corresponding  commission income of $962,221  generated
from the properties  purchased by the Company was therefore  deferred and offset
against the deposits paid. In accordance with the sales and purchase agreements,
the properties under  development will be completed on or before April 30, 2006.
The Company decided two floors will be held for sale, one floor will be held for
the Company's own use, and the remaining  properties  will be held for long-term
investment purpose. Accordingly,  deposits of $4,150,476 paid for the properties
available for sale were classified as current assets.                           

NOTE 8 - GOODWILL                                                               

The Company  accounted  for the  acquisition  of BJXJY as described in Note 1 in
accordance  with SFAS No. 141  "Business  Combinations",  which  resulted in the
recognition of goodwill. Goodwill represents the excess of acquisition cost over
the estimated fair value of the net assets acquired as of December 24, 2004. The
portion of the purchase price allocated to goodwill was $187,783.               

No  amortization  of goodwill  was  necessary  in  accordance  with SFAS No. 142
"Goodwill and other Intangible Assets".                                         

The Company has tested goodwill for impairment annually during the forth quarter
of each  fiscal  year  using a fair  value  approach,  in  accordance  with  the
provisions  of SFAS 142. As of December  31,  2005,  the Company  completed  the

F-11

424B3
49th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 49th
annual  impairment  test. Based on the result of the first step of the test, the
Company  believes  that there was no  impairment  of goodwill as of December 31,
2005. If an event occurs or circumstances change that would more likely than not
reduce the fair value of the Company below its carrying value,  goodwill will be
evaluated for impairment between annual year-end tests.                         

NOTE 9 - BANK LOANS                                                             

Bank loans are  guaranteed  by the  property  developer  as  mentioned in Note 7
above, bear interest at banks' prevailing rates ranging from 5.85% to 6.435% per
annum,  and are repayable  within five years by monthly  installments.  The bank
loans will be secured by the  properties  as  mentioned in Note 7 above when the
title of the properties is transferred to the Company.                          

NOTE 10 - PROMISSORY NOTES PAYABLE                                              

The  balance   includes  two  promissory   notes  of  $1,000,000  and  $123,962,
respectively. The promissory notes of $1,000,000 and $123,962 bear interest at a
rate of 5% and 10% per annum  respectively.  The promissory  notes are unsecured
and their terms of repayment are not specifically defined.                      

NOTE 11 - RELATED PARTY                                                         

A related  party is an entity that can control or  significantly  influence  the
management  or  operating  policies  of another  entity to the extent one of the
entities may be prevented from pursuing its own  interests.  A related party may
also be any party the entity deals with that can exercise that control.         

Amount due to director                                                          
----------------------                                                          
Prior  to  April  25,  2005,  the  amount  due  to  one  of  the  directors  was
interest-free. Thereafter, the amount due to this director has borne interest at
a rate of 9.6%  per  annum.  As of  December  31,  2005,  the  balance  includes
principal of $159,026 and accrued interest of $10,390 thereon.  The principal is
unsecured and will be payable before April 25, 2006.                            

NOTE 12 - OTHER PAYABLES AND ACCRUED EXPENSES                                   

                                                     December 31,   December 31,
                                                     2005           2004
                                                     ------------   ------------
Accrued staff commission & bonus                     $  1,022,333   $  1,359,562
Other payables                                            198,689        261,418
Accrued consulting services fees (Note 21)                693,600           --  
                                                     ------------   ------------
                                                     $  1,914,622   $  1,620,980
                                                     ============   ============

NOTE 13 - OTHER TAX PAYABLE                                                     

Other tax payable  represents  PRC business tax which is charged at a rate of 5%
on the revenue from services rendered.                                          

NOTE 14- INCOME TAX                                                             

Enterprise  Income  Tax  ("EIT") in the PRC is  generally  charged at 33% of the
assessable  profit.  According to the  relevant  PRC tax rules and  regulations,
SHXJY and SHSY are companies registered in Shanghai Pudong Development Zone that
are  entitled  to a lower EIT rate of 15%,  whereas  SZXJY,  BJXJY and SZGFH are
subject to EIT rate of 33%.                                                     

Income  tax  represents  current  PRC income  tax,  which is  calculated  at the
statutory income tax rate on the assessable  income for the years ended December
31, 2005 and 2004.                                                              

No provision  for United States Income Taxes has been made as the Company has no
assessable profits for 2004 and 2005.                                           

F-12

424B3
50th Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 50th
The provision for income tax consisted of:                                      

                                                        Years ended December 31,
                                                        2005          2004
                                                        ----------    ----------
Current PRC corporate income tax                        $  642,934    $  164,174
Deferred tax credit                                       (142,202)         --  
                                                        ----------    ----------
                                                        $  500,732    $  164,174
                                                        ==========    ==========

Reconciliation  between the provision for income taxes  computed by applying the
statutory  tax rate in  Mainland  China to income  before  income  taxes and the
actual provision for income taxes is as follows:                                

                                                      Years ended December 31,
                                                      2005          2004
                                                      ----------    ----------
Provision for income taxes at statutory tax rate       $  911,363    $   71,291 
Tax concessions                                          (464,774)      (94,870)
Permanent difference                                      (20,871)       (8,645)
Increase in valuation allowances                           75,014       196,398 
                                                      ----------    ----------
Income tax                                             $  500,732    $  164,174 
                                                      ==========    ==========

The components of deferred tax assets are as follows:                           

                                                  December 31,    December 31,
                                                  2005            2004
                                                  ------------    ------------
Net operating loss carried forwards                $    149,041    $    267,456 
Tax effect on deferred commission income (Note 7)       144,333            --   
                                                  ------------    ------------
                                                       293,374         267,456
Less: Valuation allowances                             (149,041)       (267,456)
                                                  ------------    ------------
Deferred tax assets                                $    144,333    $       --   
                                                  ============    ============

NOTE 15- COMMITMENTS AND CONTINGENCIES                                          

Operating Lease Commitments                                                     

During the years ended  December 31, 2005 and 2004,  the Company  incurred lease
expenses  amounting to $358,914 and $342,067,  respectively.  As of December 31,
2005, the Company had  commitments  under  operating  leases,  requiring  annual
minimum rentals as follows:                                                     

                                                         2005         2004
                                                         ----------   ----------
Within one year                                          $  183,816   $  230,703
Two to five years                                            46,169       55,572
                                                         ----------   ----------
Operating lease commitments                              $  229,985   $  286,275
                                                         ==========   ==========

In order to distribute all the properties of the property  underwriting  project
mentioned in Note 4 above,  during the year, the Company  launched a promotional
package by entering  into leasing  agreements  with certain  buyers to lease the
properties from them. In accordance with the leasing  agreements,  the owners of
the  properties can enjoy an annual rental return at 8.5% and 8.8% per annum for
a period of 5 years and 8 years, respectively. The leasing period would start 45
days after the titles of the relevant  properties are passed to the buyers.  The
Company would then sublease the leased  properties to earn rental income.  As of
March15, 2006, no sub-leasing agreements have been signed.                      

As of December  31,  2005,  the lease  commitments  under the above  promotional
package are as follows:                                                         

                                                                      2005
                                                                     -----------
Within one year                                                      $ 1,630,983
Two to five years                                                      9,210,256
Over five years                                                        4,216,715
                                                                     -----------
Operating lease commitments arising from the promotional package     $15,057,954
                                                                     ===========

F-13

424B3
51st Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 51st
According to the leasing agreements, the Company has an option to terminate any 
agreement by paying a predetermined compensation. As of December 31, 2005, the  
compensation to terminate all leasing agreements is approximately $3 million. As
of December 31, 2005, the management of the Company considers that no provision 
should be made for the Company's obligations under the foregoing guarantees.    

Capital Commitments                                                             

As of December 31, the Company had capital  commitments  for the  acquisition of
properties mentioned in Note 7 above as follows:                                

                                                         2005         2004
                                                         ----------   ----------
Commitments for the acquisition of properties            $4,975,112   $1,480,036
                                                         ==========   ==========

On January 5, 2006,  the Company  obtained a bank loan of  $1,239,618 to pay the
property  developer.  The remaining balance of $3,735,494 will be payable before
the completion of these  properties.  In accordance  with the sales and purchase
agreements,  the  properties  under  development  will be completed on or before
April 30, 2006.                                                                 

As of December 31, 2005, the Company had capital commitments for the acquisition
of 20% of the equity interest of SZGFH as follows:                              

                                                                      2005
                                                                      ----------
Commitments for the acquisition of the equity interest                $   12,396
                                                                      ==========

Following  the  acquisition,  the  Company  will  effectively  hold 100%  equity
interest in SZGFH.                                                              

Other commitments                                                               

One of the  buyers  of the  properties  of  the  property  underwriting  project
mentioned above appointed the Company as an agent to sell the properties held by
him. In accordance with this agreement with the buyer, the Company must sell the
said  properties on or before November 30, 2006;  otherwise,  the Company has to
acquire the properties at a consideration  of $4,334,426 or pay  compensation of
$1,020,700 to the buyer.                                                        

NOTE 16 - STATUTORY RESERVE                                                     

According to the relevant corporation laws in the PRC, a PRC company is required
to  transfer  a  least  10% of its  profit  after  taxes,  as  determined  under
accounting  principles  generally  accepted in the PRC, to the statutory reserve
until the balance reaches 50% of its registered  capital.  The statutory reserve
can be used to make good on losses or to increase  the  capital of the  relevant
company.                                                                        

NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME                                

As of December 31, 2005, the only component of accumulated  other  comprehensive
income was translation reserve.                                                 

NOTE 18 - CONCENTRATION OF CUSTOMERS                                            

During the years ended  December  31,  2005 and 2004,  the  following  customers
accounted for more than 10% of total net revenue:                               

F-14

424B3
52nd Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 52nd
               Percentage of Net Revenue for   Percentage of Accounts Receivable
        the years ended December 31,          as at December 31,

            2005                 2004        2005                 2004

Customer A       40%                   *           *                    *       
Customer B       10%                   *           *                    *       
Customer C        *                   30%          *                   85%      
Customer D        *                   10%          *                    *       

* less than 10%                                                                 

NOTE 19- PRO-FORMA INFORMATION                                                  

The following  table reflects the results of operations on a pro-forma  basis as
if the acquisition of BJXJY had occurred at the beginning of the year shown.    

                                                                  Year ended
                                                                  December 31,
                                                                  2004
                                                                   (Unaudited)
                                                                  ------------

Net revenue                                                        $  7,723,641 
                                                                  ============

Net loss                                                           $    (99,234)
                                                                  ============

Loss per share - basis and diluted                                 $      (0.01)
                                                                  ============

The  pro-forma  financial  information  is  not  necessarily  indicative  of the
operating  results that would have occurred had the acquisition been consummated
as of the dates  indicated,  nor are they  necessarily  indicative of the future
operating results.                                                              

F-15

424B3
Last Page of 53
TOC
1st
Previous
Next
↓Bottom
Just 53rd
NOTE 20- NON-CASH ACTIVITIES                                                    

During  the  year,  the  Company  and  venturers   mentioned  in  Note  4  above
respectively  acquired certain properties of the property  underwriting  project
mentioned  in Note 4 above.  Deposits  for the  acquisition  of  properties  and
venture  deposits  payable were settled by the accounts and promissory  deposits
receivable  from the property  developer from whom the properties were acquired.
After the transactions, the venturers owed the Company $799,283 representing the
deposits  settled on their  behalf.  The non-cash  financial  information  is as
follows:                                                                        

                                                             Year ended December
                                                                        31, 2005
Deposits for acquisition of properties                       $         5,002,630
Venture deposits payable                                                 972,633
Amounts due from venturers                                               799,283
                                                             -------------------
                                                             $         6,774,546
                                                             ===================
Satisfied by:                                                                   
Accounts receivable                                          $         4,358,066
Promissory deposits                                                    2,416,480
                                                             -------------------
                                                             $         6,774,546
                                                             ===================

NOTE 21 - SUBSEQUENT EVENTS                                                     

On January 5, 2006, the Company  obtained a 5-year bank loan of $1,239,618  that
bears interest at the bank's  prevailing  rate,  which is currently at 5.85% per
annum,  to settle the part of the capital  commitment for the acquisition of the
properties  mentioned  in Note 7 above.  The bank loan is  repayable  in monthly
installments and will mature in January 2011. The bank loan is guaranteed by the
developer as mentioned in Note 7 above and will be secured by the  properties as
mentioned in Note 7 above when the title of the properties is transferred to the
Company.                                                                        

On January 15, 2006, the Board of Directors of the Company approved the issue of
1,030,000  shares and 330,000  shares to Marco  Partners  Limited and Chiang Hui
Hsiung,  a former director of the Company,  respectively,  for their  consulting
services rendered to the Company in 2005.  Accrued  consulting  services fees of
$693,600 have been made and disclosed in Note 12.                               

F-16

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		11/30/06		51
Filed on:		5/12/06
		4/30/06		5		51
		4/28/06		1
		4/25/06		49
		4/19/06		1					SB-2/A
		3/31/06		1		34			10KSB,  10QSB
		3/23/06		32
		3/20/06		38
		1/15/06		24		53
		1/5/06		5		53
		12/31/05		18		53			10KSB
		12/15/05		19
		11/29/05		5		19
		11/25/05		18		21
		10/18/05		5		19
		10/14/05		30					8-K
		10/11/05		15					8-K
		8/23/05		30		31			3,  8-K
		8/9/05		45
		5/23/05		15		30			3,  8-K,  DEF 14A
		4/25/05		30		49			3,  8-K
		1/10/05		45
		12/31/04		20		52			10KSB,  NT 10-K
		12/24/04		45		48
		11/23/04		30		31			3,  8-K
		11/18/04		5		19
		10/11/04		30		33
		10/5/04		18		45
		8/31/04		24		45			8-K
		6/25/04		45
		6/8/04		45
		4/30/04		45
		2/5/04		45
		12/27/03		23
		12/12/03		23		45
		11/13/03		45
		10/28/03		23		33
		8/31/03		27
		4/16/03		45
		12/31/02		47					10KSB
		8/14/01		45					NT 10-Q
		10/10/96		3		45
									List all Filings