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UNITED STATES
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: July 31, 2012

[ ] 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)

 
Nevada
                    
20-8767728
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
     
201 West Garvey Avenue, Suite 102-208
   
 
Monterey Park, California
 
91754
 
(Address of principal executive offices)
 
(Zip code)
 

( 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.
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x

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 August 31, 2012.

 
 

 

 
 
TABLE OF CONTENTS
 
 
PART I - FINANCIAL INFORMATION
1
   
Item 1. Financial Statements
1
   
            Balance Sheets as of July 31, 2012 and April 30, 2012 (unaudited)
2
   
            Statements of Expenses for the three months ended July 31, 2012 and 2011, and from inception to July 31, 2012 (unaudited)
3
   
            Statements of Cash Flows for the three months ended July 31, 2012 and 2011, and from inception to July 31, 2012  (unaudited)
4
   
            Notes to Financial Statements (unaudited)
5
   
Item 2. Management's Discussion and Analysis Or Plan of Operation
6
   
Item 3. Controls and Procedures
7
   
PART II - OTHER INFORMATION
 8
   
Item 1. Legal Proceedings
 8
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 8
   
Item 3. Defaults Upon Senior Securities.
 8
   
Item 4. Submission of Matters to a Vote of Security Holders.
 8
   
Item 5. Other Information.
 8
   
Item 6. Exhibits
 8
   
Signatures
 9
  

 
 
 

 
 
 
PART I - FINANCIAL INFORMATION

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, 2012, previously filed with the Commission, which are included in the Company's annual report filed on Form 10-K.
   
 
 
 

 
 
 
SUNRISE GLOBAL INC.
(A Development Stage Company)
BALANCE SHEETS
(unaudited)
 
   
July 31, 2012
   
April 30, 2012
 
ASSETS:
           
Current assets:
           
   Cash
 
$
844
   
$
992
 
   Prepaid Expenses
   
549
     
549
 
                 
TOTAL ASSETS
 
$
1,393
   
$
1,541
 
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
               
Current liabilities:
               
   Account payable
   
1,950
     
1,700
 
   Advance from company officers
   
17,929
     
13,929
 
TOTAL LIABILITIES
 
$
19,879
   
$
15,629
 
                 
Stockholders' Deficit:
               
Preferred Stock, $.001 par value;  100,000,000 shares authorized,
               
    No share issued and outstanding at July 31, 2012 and April 30, 2012
   
-
     
-
 
Common Stock, $.001 par value; 100,000,000 shares authorized,
               
   3,357,830 issued and outstanding at July 31, 2012 and April 30, 2012
   
3,358
     
3,358
 
Additional paid-in capital
   
192,425
     
192,425
 
Deficit accumulated during the development stage
   
(214,269
)
   
(209,871
)
                 
Total Stockholders' Deficit
   
(18,486
)
   
(14,088
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
1,393
   
$
1,541
 


See notes to unaudited financial statements

   
 
 

 

 
  SUNRISE GLOBAL INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
(unaudited)

         
Inception
 
   
For the three months ended
   
(September 27, 2006)
 
   
July 31
   
through July 31,
 
   
2012
   
2011
   
2012
 
                   
Total Revenue
 
$
-
   
$
-
   
$
14,886
 
                         
Cost of goods sold
   
-
     
-
     
10,560
 
                         
Selling, General and Administrative:
                       
    Website development costs
 
$
-
   
$
-
   
$
5,000
 
    General and administrative expenses
   
4,398
     
4,350
     
211,273
 
                         
Loss from operations
   
4,398
     
4,350
     
211,947
 
                         
Other Expense:
                       
Interest income net of interest expense
   
-
     
-
     
(2,322
)
                         
Net Loss
 
$
(4,398
)
 
$
(4,350
)
 
$
(214,269
)
                         
Net Loss per share - basic and diluted
 
$
(0.00
)
 
$
(0.00
)
   
n/a
 
                         
Weighted  average share outstanding - basic and diluted
   
3,357,830
     
3,357,830
     
n/a
 

              
See notes to unaudited financial statements


 
 

 
 
  
SUNRISE GLOBAL INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
 (unaudited)
    
               
Inception
 
   
For the three months ended
   
(September 27, 2006)
 
   
July 31
   
through
 
   
2012
   
2011
   
July 31, 2012
 
                   
Cash Flows from Operating Activities:
                 
Net Loss
 
$
(4,398
)
 
$
(4,350
)
 
$
(214,269
)
Adjustments to reconcile net loss to net cash used in operating activities:
                       
    Stocks issued for services
   
-
     
-
     
135,000
 
    Stocks issued for interest expenses
   
-
     
-
     
9,483
 
    Changes in:
                       
    Prepaid expenses
   
-
     
-
     
(549
)
    Accounts payable
   
250
     
-
     
1,950
 
                         
Net Cash Flows Used by Operations
   
(4,148
)
   
(4,350
)
   
(68,385
)
                         
Cash Flows from Financing Activities:
                       
   Advance from company officer
   
4,000
     
-
     
21,695
 
   Proceeds from convertible note payable to related party
   
-
     
-
     
300,000
 
   Payment on related party loan
   
-
     
-
     
(303,766
)
   Proceed from stock for cash
   
-
     
-
     
51,300
 
                         
Net Cash Flows Provided by Financing Activities
   
4,000
     
-
     
69,229
 
                         
Net Increase (Decrease) in Cash
   
(148
)
   
(4,350
)
   
844
 
                         
Cash and cash equivalents - Beginning of period
   
992
     
9,674
     
-
 
                         
Cash and cash equivalents - End of period
 
$
844
   
$
5,324
   
$
844
 
                         
SUPPLEMENTARY INFORMATION
                       
   Interest Paid
 
$
-
   
$
-
   
$
-
 
   Taxes Paid
 
$
-
   
$
-
   
$
-
 
             
 
See notes to unaudited financial statements
    
 
 
 

 

 
SUNRISE GLOBAL INC
(A Development Stage Company)
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 2012 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 2012 financial statements have been omitted.


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 July 31, 2012, 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 – ADVANCES FROM OFFICER

The balance due from advances from officer increased by $4,000 during the period.  Advances are unsecured, bear no interest and are due on demand.

 
 

 

  
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 July 31, 2012, which are included in another section of this document and with our Form 10-K as of April 30, 2012 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 July 31, 2012 and 2011

For the three month period ended July 31, 2012 compared to the three month period ended July 31, 2011, we had a net loss of $4,398 compared to a net loss of $4,350, respectively. This decrease was mainly due to the decrease in professional fees.

No revenue was generated during the three month period ended July 31, 2012 and the comparable period in 2011 because there was no order closed during those periods.  

General and administrative expenses decreased 1% to $4,398 during the three month period ended July 31, 2012 as compared to $4,350 for the comparable period in 2011. This decrease was mainly due to the decrease 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 July 31, 2012, Sunrise’s deficit accumulated during the development stage was $214,269.
 
At July 31, 2012, we had current assets of $1,393, working capital deficit of $18,486, and had $4,148 of net cash used by operations during the three months ended July 31, 2012.

We have provided for our cash requirements to date through financing provided by our president, who had contributed $37 in capital as of April 30, 2009. 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 principal amount of the convertible debt on February 6, 2008. The President of the Company plans to loan his own money as working capital for the Company. During the fiscal year ended April 2011, the chief executive officer of Sunrise has advanced $3,500 to pay retainer of auditing fee for the annual financial statements ended April 2010, and loaned $10,000 to the company. During the three months ended July 31, 2012, the chief executive officer of Sunrise has advanced $4,000 to pay retainer of auditing fee for the annual financial statements ended April 2012.

Until financing described below has been received, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $50,000 annually, will be funded from cash at hand, to the extent that funds are available to do so. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC, and investors may have increased difficulty in selling their stock as we will be non-reporting.

We will need to secure a minimum of additional $200,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to stay public, which funds will be used for business development and sales and marketing. However, in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described below, or any planned material acquisitions.

Limited commitments to provide additional funds have been made by management and other shareholders. We cannot provide any assurance that any additional funds will be made available on acceptable terms or at all.

Our registered independent public accounting firms have indicated in their audit report for the year ended April 30, 2012 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, 2012, 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 identified below, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting
 
Changes in internal controls. During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Management's Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
 
The material weakness relates 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.
 
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to the attestation by the Company' s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
 
The Company's management carried out an assessment of the effectiveness of the Company's internal control over financial reporting as of January 31, 2012. The Company's management based its evaluation on criteria set forth in the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial reporting was not effective as of January 31, 2012.
 
   
 
 

 
 
 
PART II - OTHER INFORMATION

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 July 31, 2012.
 
         (b)     Use of Proceeds.
 
  The Registrant did not sell any unregistered securities during the three months ended July 31, 2012.


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.
   
 
 
 

 

 
 
 
  SIGNATURES

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:  August 31, 2012 
By:  
  /s/ Shaojun Sun
 
Shaojun Sun, Director acting as Chief Executive Officer and Chief Financial Officer