UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant to Section 13 or 15 (d) of
                     The Securities and Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 23, 2004

                   Sunrise Real Estate Development Group, Inc.
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             (Exact name of registrant as specified in its charter)

                                      Texas
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                 (State of other jurisdiction of incorporation)


       000-32585                                         75-2513701
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(Commission File Number)                       (IRS Employer Identification No.)


                      Suite 1502, No. 333 Zhaojiabang Road
                       Shanghai, Peoples Republic of China
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          (Address of Principal Executive Officers)     (Zip Code)




   Registrant's telephone number, including area code:   86 21 6422 0505
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          (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 Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))






Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
          Appointment of Principal Officers.

         On November  23,  2004,  Lo,  Yi-Yun  resigned as a member of Sunrise's
Board of Directors. Miss Lo remains the principal financial officer of Sunrise.

         Also on November 23, 2004, the Board of Directors  elected to the Board
four new Directors:  Miss Chang Shu-Ching, Mr. Fu Xuan-Jie, Mr. Chen Ren and Mr.
Li Xiao-Gang.

         Miss Chang Shu-Ching,  age 34, is a famous Taiwanese  actress.  She has
been involved in the  entertainment  and performing arts for over 10 years.  She
has acted in TV series and modeled for consumer product television commercials.

         Mr Fu Xuan-Jie, age 54, is an attorney and currently a practices law in
his co-founded firm, Fu Xuan-Jie & Asscociates 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.  Among some of the
clientele that Mr. Fu serves are Coca-Cola, Banque Endosuez, AT&T, L'Oreal.

         Mr. Chen Ren, age 57, is Chairman and General  Manager 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 and Shanghai An Ju
Property Development Center.

         Mr.  Li  Xiao-Gang   graduated  from  Shanghai  Finance  and  Economics
University in 1984,  and joined the Shanghai  Academy of Social and Science.  In
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.




                                    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.

                   Sunrise Real Estate Development Group, Inc.
                                  (Registrant)


      Date:  November 30, 2004          By: /s/  Lin,Chi-Jung
                                           -------------------------------------
                                           Lin, Chi-Jung
                                           President and Chief Executive Officer