SECURITIES AND EXCHANGE
COMMISSION
Washington
,
D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date of Report (Date of earliest event
reported)
March
1
3
, 200
9
(March 10, 2009)
SUNRISE REAL ESTATE GROUP,
INC.
(Exact name of registrant as specified
in its charter)
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Texas
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000-32585
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75-2713701
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(State of
Incorporation
)
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(Commission File
Number)
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(IRS Employer
Identification)
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(Address o
f principal executive
offices)
Suite
701
, No.333,
Zhaojiabang Road
Shanghai, PRC 200032
Registrant's telephone number, including
area code (86)-21-6422-0505
(Former Name or Former Address if
Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General
Instructi
on A.2.
below):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule
14a
-12 under the Exchange
A
ct (17 CFR
240.14a
-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On March
10, 2009, the registrant, Sunrise Real Estate Development Group, Inc.
("Sunrise"), entered into a Share Purchase Agreement with Whole World Holding
Corporation (“Whole World”) to issue 57 million shares to Whole World for US $20
million. This agreement, subject to standard closing terms and conditions, is
scheduled to close on or before May 17, 2009.
Item 3.02. Unregistered Sales of Equity
Securities.
As set
forth in above Item 1.01, Sunrise, upon the closing of the Share Purchase
Agreements, will issue 57,000,000 shares of common stock to Whole World for US
$20 million to be received by Sunrise.
In
connection with the issue of its shares to Whole World or their designees,
Sunrise will rely on Regulation S as its exemption from the registration
requirements of the Securities Act of 1933. All of such persons are non-US
persons and agree that the shares may not be transferred or sold except in
accordance with the provisions of Regulation S and/or compliance with the
registration requirements of the Securities Act of 1933 or in reliance upon an
applicable exemption therefrom. The certificates representing the Sunrise shares
shall bear a legend reflecting such transfer restrictions and stop transfer
orders will be placed with the transfer agent against these shares.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
March 13, 2009
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SUNRISE REAL ESTATE GROUP,
INC.
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By:
/s/ Lin, Chi Jung
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Name
:
Lin, Chi
Jung
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Chief
Executive
Officer
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