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EXCEL - IDEA: XBRL DOCUMENT - GREENKRAFT, INC.Financial_Report.xls
EX-3.1 - ARTICLES OF MERGER BETWEEN SUNRISE GLOBAL INC. AND GREENKRAFT INC - GREENKRAFT, INC.f10q1013ex3i_sunrise.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER - GREENKRAFT, INC.f10q1013ex2i_sunrise.htm
EX-32.1 - CERTIFICATION - GREENKRAFT, INC.f10q1013ex32i_sunrise.htm
EX-31.1 - CERTIFICATION - GREENKRAFT, INC.f10q1013ex31i_sunrise.htm
EX-3.2 - CERTIFICATE OF CHANGE RELATED FILED WITH THE NEVADA SECRETARY - GREENKRAFT, INC.f10q1013ex3ii_sunrise.htm
EX-31.2 - CERTIFICATION - GREENKRAFT, INC.f10q1013ex31ii_sunrise.htm


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: October 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF

For the transition period from              to              

Commission file number 000-53047

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.)
     
2530 S. Birch Street
   
Santa Ana, California
 
92707
(Address of principal executive offices)
 
(Zip code)
 
(714) 545-7777
(Registrant’s Telephone Number, Including Area Code)
 
Former fiscal year = April 30; New fiscal year = 12/31
__________________________________________________________
(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  o   No x

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, 42,557,830 shares outstanding as of December 16, 2013.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
1
     
 
1
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
 8
     
PART II - OTHER INFORMATION
  10
     
 
10
     
  10
     
 
10
     
 
10
     
 
10
     
 
11
     
Signatures
12
  
 
 

 
 


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, 2013, previously filed with the Commission, which are included in the Company's annual report filed on Form 10-K.
   
 
1

 
 
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
 
   
October 31,
2013
   
April 30,
2013
 
             
             
ASSETS:
           
Current assets:
           
   Cash
  $ -     $ 450  
   Prepaid Expenses
    549       549  
                 
TOTAL ASSETS
  $ 549     $ 999  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY:
               
Current liabilities:
               
   Account payable
    1,800       1,800  
   Advance from company officers
    28,796       21,929  
                 
TOTAL LIABILITIES
  $ 30,596     $ 23,729  
                 
Stockholders' Deficit:
               
Common Stock, $.001 par value; 200,000,000 shares authorized,
               
   3,357,830 issued and outstanding at October 31, 2013 and April 30, 2013
    3,358       3,358  
Additional paid-in capital
    192,425       192,425  
Deficit accumulated during the development stage
    (225,830 )     (218,513 )
                 
Total Stockholders' Deficit
    (30,047 )     (22,730 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 549     $ 999  
 
See accompanying notes to unaudited financial statements

 
2

 
 
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF EXPENSES
(Unaudited)
 
                     
Inception
 
   
For the three months ended
   
For the six months ended
   
(September 27, 2006) through
 
   
October 31
   
October 31
   
October 31,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
                               
Total Revenue
  $ -     $ -     $ -     $ -     $ 14,886  
                                         
Cost of goods sold
    -       -       -       -       10,560  
                                         
Selling, General and Administrative:
                                       
    Website development costs
  $ -     $ -     $ -     $ -       5,000  
    General and administrative expenses
    2,767       4,746       7,317       9,144       222,834  
                                         
Loss from operations
    2,767       4,746       7,317       9,144       223,508  
                                         
Other Expense:
                                       
Interest income net of interest expense
    -       -       -       -       (2,322 )
                                         
Net Loss
  $ (2,767 )   $ (4,746 )   $ (7,317 )   $ (9,144 )   $ (225,830 )
                                         
Net Loss per share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )     n/a  
                                         
Weighted  average share outstanding - basic and diluted
    3,357,830       3,357,830       3,357,830       3,357,830       n/a  

See accompanying notes to unaudited financial statements

 
3

 
 
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
               
Inception
 
   
For the six months ended
   
(September 27, 2006)
 
   
October 31
   
through
 
   
2013
   
2012
   
October 31, 2013
 
                   
Cash Flows from Operating Activities:
                 
Net Loss
  $ (7,317 )   $ (4,746 )   $ (225,830 )
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
    -       -       1,800  
                         
Net Cash Flows Used in Operating Activities
    (7,317 )     (4,746 )     (80,096 )
                         
Cash Flows from Financing Activities:
                       
Advance from company officer
    6,867       4,000       32,562  
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 in Financing Activities
    6,867       4,000       80,096  
                         
Net Increase (Decrease) in Cash
    (450 )     (746 )     0  
                         
Cash and cash equivalents - Beginning of period
    450       992       -  
                         
Cash and cash equivalents - End of period
  $ 0     $ 246     $ 0  
                         
SUPPLEMENTARY INFORMATION
                       
Interest Paid
  $ -     $ -     $ -  
Taxes Paid
  $ -     $ -     $ -  
 
See accompanying notes to unaudited financial statements

 
4

 
 
(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 2013 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 2013 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 October 31, 2013, 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 officers increased by $2,767 during the three months ended October 31, 2013 and by $6,867 during the six months ended October 31, 2013 .  Advances are unsecured, bear no interest and are due on demand.

NOTE 4 – SUBSEQUENT EVENTS
 
On December 5, 2013, Sunrise Global Inc. entered into a Share Exchange Agreement (the “Purchase Agreement”) with the sole stockholder (the “Stockholder”) of Greenkraft, Inc., a California corporation (“Greenkraft”), pursuant to which, on December 6, 2013 (the “Closing Date”), Sunrise Global issued 41,500,000 shares of its common stock to the Stockholder in consideration of the Stockholder’s transfer of all of his Greenkraft shares to its wholly-owned acquisition subsidiary, Greenkraft, Inc, a Nevada corporation (the “Acquisition Subsidiary)., at which time Greenkraft became Acquisition Subsidiary’s  wholly owned subsidiary (the “Acquisition”).  As a condition to the closing of the Acquisition, on the Closing Date, 2,300,000 shares of Sunrise Global’s issued and outstanding common stock previously held by Greenkraft were cancelled pursuant to the terms of the Purchase Agreement. As a result of the Acquisition, Sunrise Global experienced a change in control, with the Stockholder acquiring control of Sunrise Global.  Additionally, as a result of the Acquisition, Sunrise Global ceased being a shell company.
 
On December 12, 2013, Greenkraft, Inc., a Nevada corporation, merged with and into Sunrise Global, Inc, and in connection therewith, the surviving entity changed its name to Greenkraft, Inc. effective December 27, 2013.  Pursuant to the Nevada Revised Statutes, the name change may be effectuated by means of a short-form merger, which may be authorized by Sunrise Global’s board of directors without stockholder approval.
 
On December 13, 2013, Sunrise Global filed a certificate of change pursuant to Nevada Revised Statutes 78.209 to (i) increase its authorized common stock from 200,000,000 to 400,000,000 shares and to and (ii) effectuate a 2-for-1 forward-split of its common stock.  The Certificate of Change was filed with an effective date of December 27, 2013. Pursuant to the Nevada Revised Statutes, Sunrise Global’s board of directors is authorized to effectuate the forward stock split without stockholder approval.
 
 
5

 
  

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 October 31, 2013, which are included in another section of this document and with our Form 10-K as of April 30, 2013 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.

Corporate Overview and History of Sunrise Global
 
We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Until closing of the Acquisition on December 6, 2013 (as described below), we were a recycled industrial waste resale company. Our address is 2530 S. Birch Street, Santa Ana, CA and our telephone number is (714) 545-7777.

Until the closing of the Acquisition on December 6, 2013, we were a recycled industrial waste resale company with limited 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 the acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers in the United States and the resale of such material to customers in China.

We are a development stage company that has generated very little revenues from operations since our incorporation on September 27, 2006. We have incurred losses since our inception. We still need to 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.

Since our inception until the closing of the Acquisition described below on December 6, 2013, we were been primarily engaged in business planning activities, including researching opportunities for sale of recycled material in China and performing due-diligence regarding potential sources for recycled material acquisition, shipping and potential customers, and raising capital.

Since our company became a public company through the closing date of the Acquisition on December 6, 2013, we had only exported four containers of plastic scraps to buyers in China. Due to the crash in commodity prices in 2009, we suspended our business operations in order to avoid market risks. Since then, we have been trying to restart our business operation; however, we haven’t successfully developed any good business opportunity yet.

Change of Control

On May 16, 2013, our former sole officer, director and controlling stockholder, Shaojun Sun, sold 2,300,000 shares of our common stock (the “Control Shares”) held by him to Greenkraft, Inc., a California corporation pursuant to the terms of a stock purchase agreement, Mr. Shaojun Sun transferred control of us to Greenkraft, giving Greenkraft approximately 68% of all votes entitled to be cast in any matter requiring or permitting a vote of stockholders. The change of control described above did not result in an Item 5.06 change in shell company status

Acquisition oF Greenkraft, Inc.
 
On December 5, 2013, we entered into a Share Exchange Agreement (the “Purchase Agreement”) with the sole stockholder (the “Stockholder”) of Greenkraft, Inc., a California corporation (“Greenkraft”), pursuant to which, on December 6, 2013 (the “Closing Date”), we issued 41,500,000 shares of our common stock to the Stockholder in consideration of the Stockholder’s transfer of all of his Greenkraft shares to our wholly-owned acquisition subsidiary, Greenkraft, Inc, a Nevada corporation (the “Acquisition Subsidiary)., at which time Greenkraft became Acquisition Subsidiary’s  wholly owned subsidiary (the “Acquisition”).
 
 
6

 
 
As a condition to the closing of the Acquisition, on the Closing Date, 2,300,000 shares of our issued and outstanding common stock previously held by Greenkraft were cancelled pursuant to the terms of the Purchase Agreement (the “Cancelled Shares”).
 
Change Resulting from the Acquisition
 
Following the Acquisition, we now conduct the business of Greenkraft as described below, as our sole business.
 
Change in Directors Serving on our Board
 
In connection with the Acquisition, the number of directors serving on our Board of Directors (the “Board”) increased from one director to five (5) directors and Sosi Bardakjian; Evan Ginsburg, Ace Sarafian and Miguel Pulido (all of whom were directors of Greenkraft prior to the Acquisition) were appointed to fill the vacancies and serve on our Board.
 
Change in Control and Shell Company Status
 
As a result of the Acquisitions, we experienced a change in control and ceased to be a “shell” company as defined in Rule 12b-2 promulgated under the Exchange Act.
 
The Business of Greenkraft

Overview
 
Greenkraft was incorporated under the laws of California on October 31, 2008.  On December 6, 2013, Sunrise Global (through its wholly-owned Acquisition Subsidiary) acquired 100% of our capital stock and as a result, Greenkraft is now a wholly owned subsidiary of Acquisition Subsidiary, Sunrise Global, Inc.’s wholly-owned subsidiary.

Greenkraft is a manufacturer and distributor of automotive products. Greenkraft manufactures commercial forward trucks for vehicle classes 3, 4, 5, 6 and 7 (GVW ranging from 10,001 lbs. to 33,000 lbs.) in alternative fuels. Greenkraft also manufactures and sells alternative fuel systems to convert petroleum based fuels to natural gas and propane fuels.
 
Greenkraft’s current executive offices are located at 2530 S. Birch Street, Santa Ana, California 92707 and its telephone number is (714) 545-7777.

RESULTS OF OPERATIONS

For the period ended October 31, 2013, we did not engage in any business activities that provide cash flow.  Following consummation of the Acquisition described above, we now conduct the business of Greenkraft as our sole business.

Comparison of the three months ended October  31, 2013 and 2012

For the three month period ended October 31, 2013 compared to the three month period ended October 31, 2012, we had a net loss of $2,767 compared to a net loss of $4,746, respectively. This decrease was mainly due to the decrease in professional fees.

No revenue was generated during the three month period ended October 31, 2013 and the comparable period in 2012 because there was no order closed during those periods.  

General and administrative expenses decreased approximately 42% to $2,767 during the three month period ended October 31, 2013 as compared to $4,746 for the comparable period in 2012. This decrease was mainly due to the decrease in professional fees.
  
Comparison of the six months ended October  31, 2013 and 2012

For the six month period ended October 31, 2013 compared to the six month period ended October 31, 2012, we had a net loss of $7,317 compared to a net loss of $9,144, respectively. This decrease was mainly due to the decrease in professional fees.

No revenue was generated during the six month period ended October 31, 2013 and the comparable period in 2012 because there was no order closed during those periods.  

General and administrative expenses decreased approximately 20% to $7,317 during the six month period ended October 31, 2013 as compared to $9,144 for the comparable period in 2012. This decrease was mainly due to the decrease in professional fees.
 
 
7

 
 
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 October 31, 2013, Sunrise’s deficit accumulated during the development stage was $225,830.
 
At October 31, 2013, we had current assets of $549, working capital deficit of $30,047, and had $7.337 of net cash used by operations during the six months ended October 31, 2013.

We have provided for our cash requirements to date through financing provided by our former 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 former chief executive officer of Sunrise 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 former chief executive officer of Sunrise advanced $4,000 to pay retainer of auditing fee for the annual financial statements ended April 2012. During the six months ended October 31, 2013, the new chief executive officer of Sunrise had advanced $6,867 to pay for professional fees such as retainer of auditing fee for the annual financial statements ended April 2013 and monthly service fee charged by the stock transfer agent.

Effective December 6, 2013, we acquired Greenkraft, which now operates as our subsidiary.  Since its inception, Greenkraft has financed its operations loans from officer and our facility with Pacific Premier Bank.  Greenkraft expect to finance future cash needs primarily through proceeds from equity or debt financings, loans, and/or collaborative agreements with corporate partners.  Mr. George Gemayel, as president and former controlling shareholder of Greenkraft, has provided officer loans to Greenkraft, from time to time, to pay for certain expenses of Greenkraft.

Pacific Premier Credit Facility
 
On March 13, 2012, Greenkraft entered into a $3.5 million revolving line of credit facility with Pacific Premier Bank, which line of credit is evidenced by a promissory note issued by Greenkraft in favor of Pacific Premier Bank.  The note is subject to a variable interest rate bears interest at the prime rate for corporate loans plus one (1) percent, which equaled 4.25% on the date of issuance.  The facility is secured by Greenkraft’s assets. On July 15, 2013 the maturity date of the facility was extended to December 10, 2013 and the maximum amount available under such facility was reduced to $2 million.  As of September 30, 2013, the amount outstanding under this facility was $1,036,024.  Greenkraft is in currently in discussions with Pacific Premier to extend maturity date for this facility.
 
Future liquidity and Needs
 
Investment Agreement with Kodiak Capital Group

Greenkraft has entered into an investment with the Kodiak Capital Group, LLC (“Kodiak”) to provide up to $5 million of additional equity capital.  The proceeds from the agreement with Kodiak would primarily be for working capital and general corporate purposes.  However, Kodiak is not required to provide funding until certain conditions are met, including the registration and trading of the Company’s equity securities as defined in those agreements.  There can be no assurance that the Company will meet the conditions under which Kodiak will be required to provide the equity capital of that the capital available under such agreements will be sufficient to allow the Company to funds its ongoing activities.  If the Company is unable to raise the additional equity capital from Kodiak, the Company will need to seek alternative sources of debt or equity capital.  There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company.

Our registered independent public accounting firms have indicated in their audit report for the year ended April 30, 2013 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.

We anticipate that our existing cash and cash equivalents will be sufficient to fund operations and expected growth through the next twelve months. However, the Company intends to continue to seek additional financing to fund the Company’s operations.  There can be no assurance that the Company will be successful in raising this additional financing on acceptable terms, if at all


Evaluation of disclosure controls and procedures. As of October 31, 2013, 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.
 
 
8

 
 
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 October 31, 2013. 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 October 31, 2013.
 
 
9

 
    

 
Item 1.   Legal Proceedings
     
    None
     
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     
    See our Current Report on Form 8-K dated December 5, 2013 and filed with the SEC on December 10, 2013.
     
Item 3.   Defaults Upon Senior Securities
     
    None
     
Item 4.   Submission of Matters to a Vote of Security Holders
     
    None
     
Item 5.         Other Information

 
1.
See Current Report on Form 8-K dated December 5, 2013 and filed with the SEC on December 10, 2013 for a description of that certain Share Exchange Agreement dated December 5, 2013 by and among Sunrise Global Inc., George Gemayel, the sole stockholder (the “Stockholder”) of Greenkraft, Inc., a California corporation (“Greenkraft”) and Greenkraft, pursuant to which, on the December 6, 2013, Sunrise Global, issued 41,500,000 shares of its common stock to the Stockholder in consideration of the Stockholder’s transfer of all of his Greenkraft shares to our wholly-owned acquisition subsidiary, Greenkraft, Inc, a Nevada corporation (the “Acquisition Subsidiary)., at which time Greenkraft became Acquisition Subsidiary’s  wholly owned subsidiary (the “Acquisition”).   In connection with the Acquisition, Greenkraft cancelled 2,300,000 shares of Sunrise Global previously held by it.  As a result of the Acquisition, Sunrise Global experienced a change in control, with the Stockholder acquiring control of Sunrise Global.  Additionally, as a result of the Acquisition, Sunrise Global ceased being a shell company.
 
 
2.
On December 12, 2013, Greenkraft, Inc., a Nevada corporation, merged with and into Sunrise Global, Inc, and in connection therewith, the surviving entity changed its name to Greenkraft, Inc. effective December 27, 2013.  Pursuant to the Nevada Revised Statutes, the name change may be effectuated by means of a short-form merger, which may be authorized by Sunrise Global’s board of directors without stockholder approval.

 
3.
On December 13, 2013, Sunrise Global filed a certificate of change pursuant to Nevada Revised Statutes 78.209 to (i) increase its authorized common stock from 200,000,000 to 400,000,000 shares and to and (ii) effectuate a 2-for-1 forward-split of its common stock.  The Certificate of Change was filed with an effective date of December 27, 2013. Pursuant to the Nevada Revised Statutes, Sunrise Global’s board of directors is authorized to effectuate the forward stock split without stockholder approval.
 
 
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Item 6.   Exhibits
     
Exhibit
Number
   
     
2.1
 
Agreement and Plan of Merger dated December 11, 2013 between Sunrise Global Inc., a Nevada corporation and Greenkraft, Inc., a Nevada corporation.
     
3.1
 
Articles of Merger between Sunrise Global Inc. and Greenkraft Inc.(including name change to Greenkraft Inc.) filed with the Nevada Secretary of State on December 12, 2013.
     
3.2
 
Certificate of Change related filed with the Nevada Secretary of State on December 13, 2013.
     
31.1
 
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
31.2
 
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
     
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
     
101.INS
 
XBRL Instance Document
     
101.SCH
 
XBRL Taxonomy Schema Linkbase Document
     
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Definition Linkbase Document
     
101.LAB
 
XBRL Taxonomy Labels Linkbase Document
     
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document

 
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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 GLOBAL INC.
       
Dated:
December 16, 2013
By:
/s/ George Gemayel
     
George Gemayel
     
President  and Chief Executive Officer
(Principal Executive Officer)
       
Dated:
December 16, 2013
By:
/s/ Sosi Bardakjian
     
Sosi Bardakjian
     
Chief Financial Officer
(Principal Financial Officer)
 
 
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