UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 22, 2007
Date of Report (Date of earliest event reported):
SUNRISE MINING CORPORATION
(Exact name of registrant as specified in its Charter)
Nevada | 0-52518 | 20-8051714 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File No.) | Identification No.) | ||
1108 W. Valley Blvd, STE 6-399, Alhambra, CA 91803 | ||||
(Address of principal executive offices) |
(626) 407-2618
(Registrant’s telephone number, including area code)
N/A
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Please see the disclosure under Item 3.02 herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Please see the disclosure under Item 3.02 herein.
Item 3.02 Unregistered Sales of Equity Securities
Convertible Promissory Note
On October 22, Sunrise Mining Corporation (the "Company"), entered into a purchase agreement with Xuguang Sun, Chief Executive Officer and President of the Company, for the placement of an aggregate of $200,000 in principal amount of a Convertible Promissory Note (the "Note"). The Convertible Promissory Note accrues interest at a rate of 8% per annum and it is payable upon demand or upon the conversion of this Note as provided therein. The principal amount and accrued interest of this Note may be converted into the Common Stock of the Company at any time at the option of the holder of this Note, upon written notice to the Company, at the rate of $0.10 (U.S.) per share, subject to adjustment in the event of stock-splits, stock dividends, reorganizations, or other similar events to prevent dilution. Upon conversion, any fractional shares otherwise issuable upon conversion shall be paid in cash by the Company. The Common Stock issuable upon conversion shall be entitled to piggy-back registration rights in the event that the Company files a registration statement under the Securities Act of 1933.
The Convertible Promissory Note is filed as exhibit 10.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
None
(b) Exhibits
10.1 Convertible Promissory Note
SIGNATURES
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 thereunto duly authorized.
Sunrise Mining Corporation | ||
Date: October 25, 2007 | By: | /s/ Xuguang Sun |
Xuguang Sun, Chief Executive Officer and President |