GREENKRAFT, INC. - Quarter Report: 2010 January (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended: January 31, 2010
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
For the
transition period from
to
Commission
file number 333-142836
SUNRISE GLOBAL
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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20-8767728
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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201
West Garvey Avenue, Suite 102-208
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Monterey
Park, California
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91754
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(Address
of principal executive offices)
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(Zip
code)
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( 626)
407-2622
(Registrant’s
Telephone Number, Including Area Code)
__________________________________________________________
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No ¨
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
Class -
Common Stock, 3,357,830 shares outstanding as of February 19,
2010.
TABLE OF
CONTENTS
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PART
I - FINANCIAL INFORMATION
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1
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Item
1. Financial Statements
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1
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Balance
Sheets as of January 31, 2010 and April 30, 2009
(unaudited)
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2
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Statements
of Expenses for the three months and nine months ended January 31, 2010
and 2009, and from inception to January 31, 2010
(unaudited)
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3
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Statements
of Cash Flows for the nine months ended January 31, 2010 and 2009, and
from inception to January 31, 2010 (unaudited)
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4
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Notes
to Financial Statements (unaudited)
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5
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Item
2. Management's Discussion and Analysis Or Plan of
Operation
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6
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Item
3. Controls and Procedures
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7
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PART
II - OTHER INFORMATION
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8
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Item
1. Legal Proceedings
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8
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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8
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Item
3. Defaults Upon Senior Securities.
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8
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Item
4. Submission of Matters to a Vote of Security Holders.
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8
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Item
5. Other Information.
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8
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Item
6. Exhibits
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8
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Signatures
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9
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Item 1. Financial Statements
(Unaudited)
The
accompanying unaudited financial statements of Sunrise Global Inc. (“Sunrise” or
the “Company”) have been prepared in accordance with generally accepted
accounting principles in the United States for interim financial reporting and
pursuant to the rules and regulations of the Securities and Exchange Commission
("Commission"). While these statements reflect all normal recurring adjustments
which are, in the opinion of management, necessary in order to make the
financial statements not misleading and for fair presentation of the results of
the interim period, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. For further information, refer to the financial statements and
footnotes thereto, for the fiscal year ended April 30, 2009, previously filed
with the Commission, which are included in the Company's annual report filed on
Form 10-K.
1
SUNRISE
GLOBAL INC.
(A
Development Stage Company)
BALANCE
SHEETS
(unaudited)
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January
31, 2010
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April
30, 2009
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ASSETS:
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Current
assets:
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Cash
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$
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8,815
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$
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17,114
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Prepaid
Expenses
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549
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549
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TOTAL
ASSETS
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$
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9,364
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$
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17,663
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LIABILITIES AND STOCKHOLDERS'
EQUITY:
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Current
liabilities:
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Account
payable
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100
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100
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||||||
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Accrued
interest
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-
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339
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Advance
from company officers
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54
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37
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TOTAL
LIABILITIES
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$
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154
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$
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476
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Stockholders'
Equity:
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Preferred
Stock, $.001par value; 100,000,000 shares
authorized,
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No
share issued and outstanding at April 30, 2009 and January 31,
2010
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-
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-
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Common
Stock, $.001 par value; 100,000,000 shares authorized,
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3,357,830
issued and outstanding at April 30, 2009 and January 31,
2010
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3,358
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3,358
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Additional
paid-in capital
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192,425
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192,425
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Deficit
accumulated during the development stage
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(186,573
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)
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(178,596
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)
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Total
Stockholders' Equity
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9,210
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17,187
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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9,364
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$
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17,663
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See notes
to unaudited financial statements.
2
(A
Development Stage Company)
STATEMENTS
OF EXPENSES
(unaudited)
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Inception
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For
the Three Months Ended
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For
the Nine Months Ended
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(September
27, 2006)
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January
31
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January
31
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through
January 31,
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2010
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2009
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2010
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2009
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2010
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Total
Revenue
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$ | - | $ | - | $ | - | $ | - | $ | 14,886 | ||||||||||
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Cost
of goods sold
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- | - | - | - | 10,560 | |||||||||||||||
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Selling,
General and Administrative:
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Website
development costs
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$ | - | $ | - | $ | - | $ | - | $ | 5,000 | ||||||||||
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General
and administrative expenses
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2,023 | 1,963 | 8,088 | 7,981 | 183,570 | |||||||||||||||
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Loss
from operations
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2,023 | 1,963 | 8,088 | 7,981 | 184,244 | |||||||||||||||
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Other
Expense:
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Interest
income net of interest expense
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24 | 128 | 112 | 470 | (2,329 | ) | ||||||||||||||
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Net
Loss
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$ | (1,999 | ) | $ | (1,835 | ) | $ | (7,976 | ) | $ | (7,511 | ) | $ | (186,573 | ) | |||||
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Net
Loss per common share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | n/a | |||||||
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Weighted average
share outstanding - basic and diluted
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3,357,830 | 3,357,830 | 3,357,830 | 3,357,830 | n/a | |||||||||||||||
See notes
to unaudited financial statements
3
SUNRISE
GLOBAL INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(unaudited)
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Inception
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For
the Nine Months Ended
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(September
27, 2006)
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Octber
31
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through
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2010
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2009
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January
31, 2010
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Cash
Flows from Operating Activities:
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Net
Loss
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$ | (7,976 | ) | $ | (7,511 | ) | $ | (186,573 | ) | |||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Stocks
issued for services
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- | - | 135,000 | |||||||||
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Stocks
issued for interest expenses
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- | - | 9,483 | |||||||||
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Changes
in:
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Prepaid
expenses
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- | - | (549 | ) | ||||||||
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Accounts
payable
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- | (50 | ) | 100 | ||||||||
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Accrued
interest
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(340 | ) | - | (1 | ) | |||||||
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Net
Cash Flows Used by Operations
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(8,316 | ) | (7,561 | ) | (42,540 | ) | ||||||
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Cash
Flows from Financing Activities:
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Advance
from company officer
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17 | (3,747 | ) | 3,820 | ||||||||
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Proceeds
from convertible note payable to related party
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- | - | 300,000 | |||||||||
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Payment
on related party loan
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- | - | (303,766 | ) | ||||||||
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Proceed
from stock for cash
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- | - | 51,300 | |||||||||
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Net
Cash Flows Provided by Financing Activities
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17 | (3,747 | ) | 51,354 | ||||||||
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Net
Increase (Decrease) in Cash
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(8,299 | ) | (11,308 | ) | 8,815 | |||||||
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Cash
and cash equivalents - Beginning of period
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17,114 | 30,322 | - | |||||||||
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Cash
and cash equivalents - End of period
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$ | 8,815 | $ | 19,014 | $ | 8,815 | ||||||
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SUPPLEMENTARY
INFORMATION
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Interest
Paid
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$ | - | $ | - | ||||||||
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Taxes
Paid
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$ | - | $ | - | ||||||||
See notes
to unaudited financial statements
4
SUNRISE
GLOBAL INC
NOTES TO
FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Sunrise Global, Inc.
(Sunrise) have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with Sunrise’s audited
2009 annual financial statements and notes thereto contained in Sunrise’s Annual
Report filed with the SEC on Form 10-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements, which would substantially
duplicate the disclosure required in Sunrise’s fiscal 2009 financial statements
have been omitted.
Recently
Issued Accounting Pronouncements
Effective
last quarter, the Company implemented ASC 855, Subsequent Events This standard
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued.
The adoption of ASC 855did not impact the Company’s financial position or
results of operations. The Company evaluated all events or transactions that
occurred after January 31, 2010 up through February 19, 2010, the date the
Company issued these financial statements. During this period, the Company
did not have any material recognizable subsequent events.
NOTE 2 -
GOING CONCERN
These
financial statements have been prepared on a going concern basis, which implies
Sunrise will continue to meet its obligations and continue its operations for
the next fiscal year. Realization value may be substantially different from
carrying values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should Sunrise be
unable to continue as a going concern. Through January 31, 2010,
Sunrise has only generated small amount of revenue to date and has accumulated
losses since inception. These conditions raise substantial doubt as
to Sunrise’s ability to continue as a going concern. The continuation
of Sunrise as a going concern is dependent upon the continued financial support
from its shareholders, the ability of Sunrise to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
The financial statements do not include any adjustments that might be necessary
if Sunrise is unable to continue as a going concern.
NOTE 3 -
RELATED PARTY TRANSACTIONS
Sunrise’s
principal office is in the office of our president pursuant to a verbal
agreement on a rent-free month-to-month basis.
On
February 6, 2008, Sunrise paid back Sunrise’s president’s brother the principal
amount of $300,000 for the convertible note payable. Accrued interest totaling
$9,483 as of January 31, 2008 was converted into Sunrise’s common stock at a
conversion price of $0.10 per share. Accrued interest on note payable from
February 1, 2008 to February 6, 2008 totaling $339 was paid back with cash
during the quarter ended July 31, 2009.
NOTE 4 - SUBSEQUENT
EVENTS
There
have been no subsequent events since January 31, 2010 through February 19,
2010.
5
Item 2. Management's Discussion and Analysis
of Financial Condition or Results of Operations
This
quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.
The
following discussion should be read along with our financial statements as of
January 31, 2010, which are included in another section of this document and
with our Form 10-K as of April 30, 2009 that contains a more detailed discussion
of our plan. This discussion contains forward-looking statements about our
expectations for our business and financial needs. These expectations are
subject to a variety of uncertainties and risks that may cause actual results to
vary significantly from our expectations. The cautionary statements made in our
Report on Form 10-K should be read as applying to all forward-looking statements
in any part of this report.
Organization
We were
incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Our address
is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, and our telephone
number is (626) 407-2622.
Business
Description
We are a
recycled industrial waste resale company with operations based in the United
States and China. We were formed to sell recycled industrial waste material to
customers in China. Our main operations and services include acquisition of
recyclable materials such as scrap metals (including battered pipes, fine metal
shavings, doorknobs, jumbles of wire, crumpled cars and all other manner of
flotsam), scrap tires, plastic, cardboard, and paper sourced from suppliers in
North America and the resale of such material to customers in China or in United
States. We believe the use of recycled material is both environmentally friendly
and is a key part of today's competitive manufacturing process to lower costs.
Our major customers are Chinese manufacturers and recycled material traders,
which are located in China.
We are a
development stage company that has only generated small amount of revenues from
operations since our incorporation on September 27, 2006. We have incurred
losses since our inception and rely upon the sale of our securities and funds
provided by management to cover expenses. In addition, our independent
accountant has issued an opinion indicating that there is substantial doubt
about our ability to continue as a going concern.
RESULTS
OF OPERATIONS
The
Company currently does not engage in any business activities that provide cash
flow, the Company is currently investigating, analyzing and consummating a
business strategy that will allow it to grow.
Comparison of the three
months ended January 31, 2010 and 2009
For the
three month period ended January 31, 2010 compared to the three month period
ended January 31, 2009, we had a net loss of $1,999 compared to a net loss
of $1,835, respectively, an increase of 8.94%. This increase was mainly due
to an increase in professional fees.
No
revenue was generated during the three month period ended January 31, 2010 and
the comparable period in 2009 because there was no order closed during those
periods.
General
and administrative expenses increased 3.06% to $2,023 during the three month
period ended January 31, 2010 as compared to $1,963 for the comparable period in
2009. This increase was mainly due to an increase in professional
fees.
6
For the
nine month period ended January 31, 2010 compared to the nine month period ended
January 31, 2009, we had a net loss of $7,976compared to a net loss
of $7,511, respectively, an increase of 6.20%. This increase was mainly due
to an increase in professional fees.
No
revenue was generated during the nine month period ended January 31, 2010 and
the comparable period in 2009 because there was no order closed during those
periods.
General
and administrative expenses increased 1.34% to $8,088 during the nine month
period ended January 31, 2010 as compared to $7,981 for the comparable period in
2009. This increase was mainly due to an increase in professional
fees.
Liquidity and Capital
Resources
Since we
are a development stage company, Sunrise has been dependent on its majority
owner to provide and seek cash resources to fund its operations. As of January
31, 2010, Sunrise’s deficit accumulated during the development stage was
$186,573.
At
January 31, 2010, we had current assets of $9,364, working capital of $9,210,
and had $8,316 of net cash used by operations during the nine month period ended
January 31, 2010.
We have
provided for our cash requirements to date mainly through cash at hand and
financing provided by our president, who was owed $54 as of January 31, 2010. We
also raised $51,300 from a private placement of our securities as of April 30,
2007, and additional $300,000 from another private placement of convertible debt
on September 12, 2007. We paid back the principle amount of the convertible debt
on February 6, 2008. Accrued interest totaling $9,483 as of January 31, 2008 was
converted into Sunrise’s common stock at a conversion price of $0.10 per share.
Accrued interest on note payable from February 1, 2008 to February 6, 2008
totaling $339 was paid back with cash during the quarter ended October 31, 2009.
President of the Company plans to loan his own money as the working capital for
the Company; however, we cannot provide any assurance that any additional funds
will be made available on acceptable terms or at all.
Management
is currently looking for more capital to complete our corporate objectives. In
addition, we may engage in joint activities with other companies. We cannot
predict the extent to which its liquidity and capital resources will be
diminished prior to the consummation of a business acquisition or whether its
capital will be further depleted by its operating losses. We currently have no
discussions concerning potential business cooperation or combination with other
companies.
Our
independent auditors have indicated in their audit report for the year ended
April 30, 2009 that there is substantial doubt about our ability to continue as
a going concern over the next twelve months.
Item 3. Controls and
Procedures
Evaluation of disclosure controls and
procedures: As of January 31, 2010, the Company's chief executive officer
and chief financial officer conducted an evaluation regarding the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of
these controls and procedures, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures are not effective
because of the identification of a material weakness in our internal control
over financial reporting which is related to the lack of segregation of duties
in financial reporting, as our President/Treasurer performs all accounting
functions with no oversight, as our company does not have an audit
committee. This weakness is due to the company’s lack of working capital to hire
additional staff. To remedy this material weakness, we intend to engage another
accountant to assist with financial reporting as soon as our finances will
allow.
Changes in Internal Control
Over Financial Reporting
No change
in the Company’s internal control over financial reporting occurred during the
quarter ended January 31, 2010, that materially affected, or is reasonably
likely to materially affect, the Company s internal control over financial
reporting.
7
Item 1.
Legal
Proceedings
None
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
(a) Unregistered Sales of
Equity Securities.
The
Registrant did not sell any unregistered securities during the three months
ended January 31, 2010.
(b)
Use of
Proceeds.
The
Registrant did not sell any unregistered securities during the three months
ended January 31, 2010.
Item 3.
Defaults Upon
Senior Securities
None
Item 4.
Submission of
Matters to a Vote of Security Holders
None
Item 5. Other
Information
Not applicable
Item 6.
Exhibits
Exhibit
Number, Name and/or Identification of Exhibit
31.1
Certification of the Principal Executive and Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification
of the Principal Executive and Principal Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
* This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
8
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
SUNRISE
GLOBAL, INC.
|
||
|
Date:
February 19, 2010
|
By:
|
/s/ Shaojun Sun
|
|
Shaojun
Sun, Director acting as Chief Executive Officer and Chief Financial
Officer
|
||
9