Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - GREENKRAFT, INC. | Financial_Report.xls |
| EX-32 - CERTIFICATION - GREENKRAFT, INC. | f10k2013ex32_sunriseglobal.htm |
| EX-31 - CERTIFICATION - GREENKRAFT, INC. | f10k2013ex31_sunriseglobal.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2013
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 000-53047
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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2530 S. Birch Street, Santa Ana, CA 92797
(Address of principal executive offices)
(714) 545-7777
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
Securities registered under Section 12(g) of the Exchange Act:
None.
Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act Yes ¨ No x
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ¨
Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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¨
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Accelerated Filer
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¨
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Non-accelerated Filer
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¨
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Smaller Reporting Company
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x
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(Do not check if a smaller reporting company.)
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Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
The aggregate market value of the issuer's common stock held by non-affiliates was approximately $1,315,660 based on the average closing bid and ask price for the common stock on October 31, 2012.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
As of August 12, 2013, there were 3,357,830 shares of common stock, par value $.001, outstanding.
INDEX
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Page Number
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Item Number
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Item 1
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3 | ||
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Item 1A
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4 | ||
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Item 1B
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4 | ||
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Item 2
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4 | ||
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Item 3
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4 | ||
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Item 4
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Item 5
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5 | ||
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Item 6
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6 | ||
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Item 7
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Item 8
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8 | ||
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Item 9
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8 | ||
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Item 9A
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8 | ||
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Item 9B
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8 | ||
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Item 10
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9 | ||
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Item 11
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10 | ||
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Item 12
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11 | ||
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Item 13
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Item 14
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11 | ||
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Item 15
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12 | ||
2
Organization
We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. We are a recycled industrial waste resale company. Our address is 2530 S. Birch Street, Santa Ana, CA and our telephone number is (714) 545-7777. We do not currently maintain a corporate website.
We are 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, we have 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.
We have no binding contracts, agreements or commitments for any of these required activities. We have no sources of financing for implementation of our business plan identified.
Since our company became a public company, 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 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, as amended by a First Amendment to Stock purchase agreement dated on July 17, 2013 as follows : (i) the aggregate purchase price for the Control Shares (“Shares Purchase Price”) shall be $78,701; (ii) the aggregate purchase price for all of Shaojun Sun’s right, title and interest in loans made by him to the Corporation is $21,929 (the “Loans Purchase Price”) and (iii) the parties acknowledge that Mr. Sun paid $25,000 as a finder’s fee in connection with this transaction. The Shares Purchase Price and the Loan Purchase Price are collectively referred to as the Purchase Price for the Control Shares. As a result of this transaction, 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
Business Acquisition Opportunities
Business opportunities have been sought by the Company through its officers and directors for a reverse merger with an operating company.
To a large extent, a decision to participate in a specific business opportunity may be made upon management's analysis regarding the quality of the other firm's management and personnel, the asset base of such firm or enterprise, the anticipated acceptability of new products or marketing concepts, the merit of their business plan, and numerous other factors which are difficult to analyze.
The Company has had no substantial business operations in several years, except limited activities, and has been seeking to acquire an interest in a business with long-term growth potential. The Company currently has no commitment or arrangement to participate in a business and cannot now predict what type of business it may enter into or acquire. It is emphasized that the business objectives discussed herein are extremely general and are not intended to be restrictive on the discretion of the Company's management.
There are no plans or arrangements proposed or under consideration for the issuance or sale of additional securities by the Company prior to the identification of an acquisition candidate. Consequently, management anticipates that it may be able to participate in only one potential business venture, due primarily to the Company's limited capital. This lack of diversification should be considered a substantial risk, because it will not permit the Company to offset potential losses from one venture against gains from another.
3
Operation of Business After Acquisition
The Company's operations following its acquisition of a business will be dependent on the nature of the business and the interest acquired. The Company is unable to predict whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. It may be expected that the business will present various risks, which cannot be predicted at the present time.
Competition
The markets for our products and services are competitive, and we face competition from a number of sources. Many of our competitors have substantially greater resources than us. Those resources may include greater name recognition; larger product lines; complementary lines of business; and greater financial, marketing, information systems, and other resources. We can give no assurance that competitive pressures will not materially and adversely affect the Company's business, financial condition, and results of operations if we continue our business operations.
Intellectual Property
None.
Employees
We currently have no other employees other than Mr. Sun. In his capacity as our President, Mr. Sun currently devotes less than 5 hours of his time per week to our business; he will increase his commitment to spending more of his time working on our business but he may not be able to devote the time necessary to our business to assure successful implementation of our business plan.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
None
On May 16, 2013, our corporate headquarters we re-located at 2530 S. Birch Street, Santa Ana, CA 92797 and our telephone number is (714) 545-7777. We have a lease for approximately 51,942 square feet of office and warehouse space at a rate of $17,500 per month. Our lease ends on April 1, 2018. We do not own any property.
We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property in insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.
None.
4
Market Information
Although quotations for the Company's Common Stock appear on the NASD over-the-counter Electronic Bulletin Board, there is no established trading market for the Common Stock. Since the Company obtained the ticker symbol (OTCQB: SGBL) on August 3, 2007, transactions in the Common Stock can only be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, are not indicative of any meaningful market value. Furthermore, the Company cannot predict whether a more active market for our common stock will develop in the future. In the absence of an active trading market:
(1) Investors may have difficulty buying and selling or obtaining market quotations;
(2) Market visibility for our common stock may be limited; and
(3) A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.
The following table sets forth the range of high and low prices of our common stock for each period since May 1, 2011 as reported by the by the either the OTC Bulletin Board or the OTC Electronic Market. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.
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May 1, 2011 to April 30, 2012
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High
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Low
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First quarter
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$
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0.25
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$
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0.25
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Second quarter
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N/A
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N/A
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Third quarter
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N/A
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N/A
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Fourth quarter
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2.00
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1.25
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May 1, 2012 to April 30, 2013
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High
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Low
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First quarter
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$
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N/A
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$
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N/A
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Second quarter
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N/A
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N/A
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Third quarter
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N/A
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N/A
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Fourth quarter
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2.00
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2.00
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Common Stock
Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.001 per share (the “Common Stock”). As of April 30, 2013, there were approximately 43 holders of record of the Company's Common Stock.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares which will be designated as “Preferred Stock”. The Company has not yet issued any of its preferred stock.
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
None
Purchases of Equity Securities by Issuer and Affiliated Purchasers
None
5
The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors.
OPERATIONS
The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
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(i)
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filing Exchange Act reports, and
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(ii)
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investigating, analyzing and consummating a business strategy.
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We believe we will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.
Over the next 12 months, we anticipate spending about $25,000 on administrative costs, including marketing, professional fees and general business expenses, including costs related to complying with our filing obligations as a reporting company. If our operations become more complex, these costs will likely increase. We intend to cover these costs from current cash on hand, loans from management or income from operations if there is any.
Our cash on hand, $450 as of April 30, 2013, is sufficient to cover only a portion of the administrative expenses. We will require additional funding to implement our business plan.
Until such financing is arranged, we will rely on director loans in order to cover our costs of operations. Our sole director, Mr. Sun has indicated that he is prepared to loan funds to us, but there are no formal arrangements in this regard. He is not legally obligated to loan funds to us. There is no guarantee that we will receive such loans.
Results of Operations
Comparison of the Years Ended April 30, 2013 and 2012
We had no revenues in 2013and 2012 because we suspended our operations during the year ended April 30, 2009 due to the crash of the world commodity prices and since then we haven’t restarted our operation yet. We do not anticipate earning any significant revenues from operations until we establish firm business relationships with buyers in China who commit to buy products from us and that we can successfully source those products at lower prices from our suppliers in the United States, of which there is no guarantee.
Cost of goods sold for 2013 and 2012 was $nil because there were no operations during the year ended April 30, 2013 and 2012.
Gross profit for 2013 and 2012 was $nil because there were no operations during the year ended April 30, 2013 and 2012.
For the year ended April 30, 2013 compared to the year ended April 30, 2012, Sunrise had a net loss of $8,642 to $10,657, respectively.
General and administrative expenses was $8,642 during the year ended April 30, 2013 as compared to $10,657 for the comparable period in 2012.
We have not attained profitable operations and are dependent upon obtaining financing to complete our business plan. Our registered independent public accounting firm has indicated in the audit report for the year ended at April 30, 2013 that there is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan and therefore an investor cannot determine if we will ever become profitable.
6
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 April 30, 2013, Sunrise’s deficit accumulated during the development stage was $218,513.
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 fiscal year ended April 2012, the chief executive officer of Sunrise has advanced $375 to pay the annual list payment to Nevada Secretary of State. During the fiscal year ended April 2013, the chief executive officer of Sunrise has advanced $8,000 to pay the auditing fee and transfer agent fee.
At April 30, 2013, Sunrise had current assets of $999 and had $8,542 of net cash used by operations during the year ended April 30, 2013.
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, 2013 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Critical Accounting Policies
None
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
7
The financial statements required by this Item 8 begin with the Index to the Financial Statements on page 13.
None
Evaluation of disclosure controls and procedures. As of April 30, 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.
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 April 30, 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 April 30, 2013.
None.
8
(a) Identification of Directors and Executive Officers. The following table sets forth certain information regarding the Company’s directors and executive officers:
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Name
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Age
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Position
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George Gemayel
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63
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Director, Chief Executive Officer, President, Chief Financial Officer and Secretary (since May 16, 2013)
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Shaojun Sun
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38
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Director, Chief Executive Officer, President, Chief Financial Officer and Secretary (From September 2006 through May 16, 2013)
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All executive officers are elected by the Board of Directors and hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.
The following is information on the business experience of each director and officer.
Mr. George Gemayel has served as our Director, Chairman, President, Chief Financial Officer and Secretary since May 16, 2013. Mr. Gemayal has extensive knowledge and experience in the automotive industry and in the fields of automotive emissions and testing. In 2008, Mr. Gemayel founded Greenkraft, Inc., a privately held manufacturer of trucks, engines, and alternative fuel systems that are powered by natural gas and propane fuels, and has been its Chief Executive Officer since that time.
Mr. Shaojun Sun served as our Director, Chairman, President, Chief Financial Officer and Secretary since our inception on September 27, 2006 until May 16, 2013. He has been a director and officer of Sunrise Mining Corporation since October 2005. He received a B.S. degree in computer science and master degree in Business Administration.
Mr. Shaojun Sun spends about 5 hours per week on the business of Sunrise Mining Corporation and approximately 5 hours per week on our business and expects to spend approximately more of his time on our business in the next 12 months.
(b) Significant Employees.
As of the date hereof, the Company has no significant employees.
(c) Family Relationships.
There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended April 30, 2012 and written representations that no other reports were required, the Company believes that no person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.
9
Code of Ethics
The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
Summary of Cash and Certain Other Compensation
The following sets forth the compensation of the Company's executive officers for the two fiscal years ended April 30, 2013.
Executive Officer Compensation Table
The named executive officers received the following compensation from the Company during the fiscal year ended April 30, 2013 and April 30, 2012.
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Summary Compensation Table
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Stock
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Option
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All Other
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Name and Position
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Year
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Salary
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Bonus
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Awards ($)
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Awards ($)
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Compensation
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Total ($)
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George Gemayel
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2013
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N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
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President, Chief Financial Officer and Secretary
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2012
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N/A | N/A | N/A | N/A- | N/A | N/A | |||||||||||||||||||
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(since May 16, 2013)
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Shaujon Sun
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2013
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
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President, Chief Financial Officer and Secretary
(From September 2006 through May 16, 2013)
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2012
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
Option Grants in Last Fiscal Year
There were no options granted to any of the named executive officers during the year ended April 30, 2013 and 2012.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Director Compensation
We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment Agreements
The Company is not a party to any employment agreements.
10
The following table sets forth as of August 1, 2013, the number and percentage of the 3,357,830 shares of Common Stock, which according to the information supplied to Sunrise, that are to be beneficially owned by (I) each person who is currently a director of the Sunrise, (ii) each executive officer, (iii) all current directors and executive officers of Sunrise as a group and (iv) each person who, to the knowledge of the Company, is to be the beneficial owner of more than 5% of the outstanding Common of Sunrise. Except as otherwise indicated, the persons named in the table will have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
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Name and Address (1)
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Shares Beneficially Owned
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Percent Beneficially Owned
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5% Stockholders:
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Greenkraft, Inc.(2)
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2,300,000
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68.5 |
%
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Shaojun Sun 201 W. Garvey Ave, Suite 102-208 Monterey Park, CA 91754
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400,000
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11.9 |
%
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Officers and Directors:
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George Gemayel
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300,000
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(2) | 68.5 |
%
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All executive officers and directors as a group (1 person)
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2,300,000
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(2) | 68.5 |
%
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(1) Unless otherwise indicated, the address is 2530 S. Birch Street, Santa Ana, CA 92797
(2) George Gemayel is the sole stockholder of Greenkraft, Inc.
Our transfer agent is Island Stock Transfer, 15500 Roosevelt Blvd., Suite 301, Clearwater, FL 33760; telephone number 727-289-0010.
During the fiscal year ended April 30, 2013, the Company does not have any agreements to enter into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.
The aggregate fees charged by our principal accounting firm, for fees billed for fiscal years ended April 30, 2013, and 2012 are as follows:
|
Name
|
Audit Fees(1)
|
Audit Related Fees
|
Tax Fees (2)
|
All Other Fees
|
||||||||||||
|
MaloneBailey, LLP for fiscal year ended:
|
||||||||||||||||
|
April 30, 2013
|
$
|
4,000
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
|
April 30, 2012
|
$
|
8,800
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
___________________________
|
(1)
|
Includes audit fees for the annual financial statements of the Company, and review of financial statements included in the Company's Form 10-Q quarterly reports, and fees normally provided in connection with statutory and regulatory filings for those fiscal years
|
The Company does not currently have an audit committee. As a result, our board of directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
11
(a)(1) Financial Statements
See "Index to Consolidated Financial Statements" set forth on page 13.
(a)(2) Financial Statement Schedules
None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.
(a)(3) Exhibits
|
Exhibit
|
Description
|
|
|
3.1
|
Articles of Incorporation. (Incorporated herein by reference to the Company's Form SB-2, dated May 11, 2007, Exhibit 3.1)
|
|
|
3.2
|
Bylaws (Incorporated herein by reference to the Company's Form SB-2, dated May 11, 2007, Exhibit 3.2)
|
|
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 *
|
|
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 *
|
* Filed herewith.
Reports on Form 8-K Filed in Fiscal Year 2013
See Current Report on Form 8-K dated May 16, 2013 and filed with the SEC on May 30, 2013
12
SUNRISE GLOBAL INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
|
Page
|
|||
| 14 | |||
|
Financial Statements:
|
|||
|
15
|
|||
|
16
|
|||
|
17
|
|||
|
18
|
|||
|
19
|
13
To the Board of Directors
Sunrise Global Inc.
(A Development Stage Company)
Santa Ana, California
We have audited the accompanying balance sheets of Sunrise Global Inc. (a development stage company) (“Sunrise”) as of April 30,2013 and 2012, and the related statements of operations, cash flows and stockholders’ equity (deficit) for the years ended April 30, 2013 and 2012 and for the period from September 27, 2006 (inception) through April 30, 2013. These financial statements are the responsibility of Sunrise. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Sunrise is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunrise as of April 30, 2013 and 2012, and the results of its operations and its cash flows for the years ended April 30, 2013 and 2012 and for the period from September 27, 2006 (inception) through April 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Sunrise will continue as a going concern. As discussed in Note 2 to the financial statements, Sunrise has minimal operations and has since its inception accumulated a deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
August 12, 2013
14
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
|
April 30, 2013
|
April 30, 2012
|
|||||||
|
ASSETS:
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
450
|
$
|
992
|
||||
|
Prepaid Expenses
|
549
|
549
|
||||||
|
TOTAL ASSETS
|
$
|
999
|
$
|
1,541
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
|
||||||||
|
Current liabilities:
|
||||||||
|
Account payable
|
$
|
1,800
|
$
|
1,700
|
||||
|
Advance from company officer
|
21,929
|
13,929
|
||||||
|
TOTAL LIABILITIES
|
23,729
|
15,629
|
||||||
|
Stockholders' Deficit:
|
||||||||
|
Preferred Stock, $.001par value; 100,000,000 shares authorized, No share issued and outstanding at April 30, 2013 and April 30, 2012
|
-
|
-
|
||||||
|
Common Stock, $.001 par value; 100,000,000 shares authorized, 3,357,830 issued and outstanding at April 30, 2013 and April 30, 2012
|
3,358
|
3,358
|
||||||
|
Additional paid-in capital
|
192,425
|
192,425
|
||||||
|
Deficit accumulated during the development stage
|
(218,513
|
)
|
(209,871
|
)
|
||||
|
Total Stockholders' Deficit
|
(22,730
|
)
|
(14,088)
|
|||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
999
|
$
|
1,541
|
||||
See the accompany summary of accounting policies and notes to the financial statements.
15
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
|
Inception
|
||||||||||||
|
For the year ended
|
(September 27, 2006)
|
|||||||||||
|
April 30
|
through April 30,
|
|||||||||||
|
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
|
8,642
|
10,657
|
215,517
|
|||||||||
|
Loss from operations
|
8,642
|
10,657
|
216,191
|
|||||||||
|
Other Expense:
|
||||||||||||
|
Interest income net of interest (expense)
|
-
|
-
|
(2,322
|
)
|
||||||||
|
Net Loss
|
$
|
(8,642
|
)
|
$
|
(10,657
|
)
|
$
|
(218,513
|
)
|
|||
|
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 the accompany summary of accounting policies and notes to the financial statements.
16
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASHFLOWS
|
For the year ended
|
Inception
(September 27, 2006)
|
|||||||||||
|
April 30
|
through
|
|||||||||||
|
2013
|
2012
|
April 30, 2013
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net Loss
|
$
|
(8,642
|
)
|
$
|
(10,657
|
)
|
$
|
(218,513
|
)
|
|||
|
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
|
100
|
1,600
|
1,800
|
|||||||||
|
Accrued interest
|
-
|
-
|
-
|
|||||||||
|
Net Cash Flows Used by Operations
|
(8,542
|
)
|
(9,057
|
)
|
(72,779
|
)
|
||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Advance from company officer - net
|
8,000
|
375
|
25,695
|
|||||||||
|
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
|
8,000
|
375
|
73,229
|
|||||||||
|
Net Increase (Decrease) in Cash
|
(542
|
)
|
(8,682
|
)
|
450
|
|||||||
|
Cash and cash equivalents - Beginning of period
|
992
|
9,674
|
-
|
|||||||||
|
Cash and cash equivalents - End of period
|
$
|
450
|
$
|
992
|
$
|
450
|
||||||
|
SUPPLEMENTARY INFORMATION
|
||||||||||||
|
Interest Paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Taxes Paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
See the accompany summary of accounting policies and notes to the financial statements.
17
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM SEPTEMBER 27, 2006 (INCEPTION) THROUGH APRIL 30, 2013
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
During the
|
Total
|
||||||||||||||||||
|
Common Stock
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||||||
|
Number of Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
|
Inception - September 27, 2006
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
|
Issuance of stock to founder
|
1,500,000
|
1,500
|
8,500
|
-
|
10,000
|
|||||||||||||||
|
Issuance of stock to consultant for service
|
50,000
|
50
|
4,950
|
-
|
5,000
|
|||||||||||||||
|
Issuance of stock to investors for cash
|
413,000
|
413
|
40,887
|
-
|
41,300
|
|||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(5,702
|
)
|
(5,702
|
)
|
|||||||||||||
|
Balance - April 30, 2007
|
1,963,000
|
1,963
|
54,337
|
(5,702
|
)
|
50,598
|
||||||||||||||
|
Issuance of stock to consultant for service
|
100,000
|
100
|
9,900
|
-
|
10,000
|
|||||||||||||||
|
Issuance of stock to company officer
|
1,200,000
|
1,200
|
118,800
|
-
|
120,000
|
|||||||||||||||
|
Issuance of stock to pay accrued interests
|
94,830
|
95
|
9,388
|
-
|
9,483
|
|||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(163,465
|
)
|
(163,465
|
)
|
|||||||||||||
|
Balance - April 30, 2008
|
3,357,830
|
3,358
|
192,425
|
(169,167.25
|
)
|
26,616
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(9,429
|
)
|
(9,429
|
)
|
|||||||||||||
|
Balance - April 30, 2009
|
3,357,830
|
3,358
|
192,425
|
(178,596.38
|
)
|
17,187
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(9,759
|
)
|
(9,759
|
)
|
|||||||||||||
|
Balance - April 30, 2010
|
3,357,830
|
3,358
|
192,425
|
(188,355
|
)
|
7,428
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(10,859
|
)
|
(10,859
|
)
|
|||||||||||||
|
Balance - April 30, 2011
|
3,357,830
|
$
|
3,358
|
$
|
192,425
|
$
|
(199,214
|
)
|
$
|
(3,431
|
)
|
|||||||||
|
Net loss
|
-
|
-
|
-
|
(10,657
|
)
|
(10,657
|
)
|
|||||||||||||
|
Balance - April 30, 2012
|
3,357,830
|
$
|
3,358
|
$
|
192,425
|
$
|
(209,871
|
)
|
$
|
(14,088
|
)
|
|||||||||
|
Net loss
|
-
|
-
|
-
|
(8,642
|
)
|
(8,642
|
)
|
|||||||||||||
|
Balance - April 30, 2013
|
3,357,830
|
$
|
3,358
|
$
|
192,425
|
$
|
(218,513
|
)
|
$
|
(22,730
|
)
|
|||||||||
See the accompany summary of accounting policies and notes to the financial statements.
18
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business
Sunrise Global, Inc (“we”, “our” or “Sunrise”) was incorporated in the state of Nevada on September 27, 2006. Sunrise was formed to sell recycled industrial waste material to customers in China. The main operations and services of Sunrise are hoped to include the acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers and the resale of such material to customers in China. The Company complies with Statement of Financial Accounting Standard ASC 915-15 for its characterization of the Company as development stage.
Use of Estimates
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statements of operations. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, Sunrise considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2013 and 2012, cash only consisted of monies held in checking accounts and CD accounts.
Revenue Recognition
Revenue is recognized when goods are shipped to the customer. Sunrise considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Goods are sold “as is” and are not returnable.
Income taxes
Sunrise recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Sunrise provides a valuation allowance for deferred tax assets for which it does not consider realization to be more likely than not.
Sunrise's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.
Fair Value of Financial Instruments
Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates. No adjustments have been made in the current period.
Stock Based Compensation
Sunrise accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC 718, Share-Based Payments and Staff Accounting Bulletin No. 107, Share-Based Payments. The company accounts for the stock options issued to non-employees in accordance with the provisions of ASC 718, Accounting for Stock-Based Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments with Variable Terms That Are Issued for Consideration other Than Employee Services under ASC 718 and ASC 550.
The Company did not grant any stock options during the period from inception (September 27, 2006) through April 30, 2013.
19
Net Loss Per Share Data
Basic and diluted net loss per common share are presented in conformity with the ASC 260, “Earnings Per Share”. Diluted net loss per share is the same as basic net loss per share as the inclusion of outstanding options and warrants until their exercise would be anti-dilutive. Basic net income per share is computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding during the year (denominator). Diluted net income per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the year. For the years ended at April 30, 2013 and 2012, Sunrise had no dilutive potential common shares.
Recently issued accounting pronouncements
Sunrise does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Sunrise’s results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
Since its inception, Sunrise has incurred losses and has been dependent on its current cash and cash advanced by its majority owner to fund its operations. As of April 30, 2013, Sunrise has an accumulated deficit. The ability of Sunrise to emerge from the development stage with respect to its planned principal business activity is dependent upon its success in raising additional equity financing and attaining profitable operations. Management plans to seek additional capital through private placements and public offerings of its common stock. There is no guarantee that Sunrise will be able to complete any of the above objectives. These factors raise substantial doubt regarding Sunrise's ability to continue as a going concern.
NOTE 3 - INCOME TAXES
Sunrise uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception on September 27, 2006 to April 30, 2013, Sunrise incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $74, 000 at April 30, 2013, and expires beginning in 2028.
Deferred tax assets consisted of the following:
|
April 30, 2013
|
April 30, 2012
|
|||||||
|
Deferred tax assets
|
$
|
25,172
|
$
|
22,234
|
||||
|
Less: valuation allowance
|
(25,172
|
)
|
(22,234
|
)
|
||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
||||
NOTE 4 – Common Stock
On November 02, 2006, Sunrise issued 1,500,000 common founder shares to its chief executive officer for $10,000 cash.
On December 02, 2006, Sunrise issued 50,000 common shares to pay for the website development costs valued at $5,000.
From January 2007 to May 2007, Sunrise issued 413,000, common shares to raise $41,300 from a private placement of securities.
On October 19, 2007, Sunrise issued 100,000 common shares valued at $0.10 per share for services to Island Stock Transfer, for account setup and stock transfer services.
On February 06, 2008, Sunrise issued 94,830 common shares to pay for accrued interest on note payable as of January 31, 2008 totaling $9,483.
On March 26, 2008, Sunrise issued 1,200,000 common shares to as stock award to its president for his services in 2008 valued at $120,000.
20
NOTE 5 - RELATED PARTY TRANSACTIONS
Sunrise neither owns nor leases any real or personal property. Sunrise’s principal office is in the office of our president pursuant to a verbal agreement on a rent-free month-to-month basis. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers / directors are involved in other business activities and may, in the future, become involved in other business opportunities that become available; such persons may face a conflict in selecting between Sunrise and their other business interests. Sunrise has not formulated a policy for the resolution of such conflicts.
On September 12, 2007, Sunrise borrowed $300,000 under a convertible promissory note payable to a Sunrise’s president’s brother maturing December 31, 2008 with interest payable at the rate of 8% per annum commencing on September 12, 2007. The principal amount of the Note, in multiples of $50,000, can be converted into shares of Sunrise’s common stock at a conversion price of $0.10 per share. These shares have piggy-back rights for registration. Sunrise evaluated the conversion option under ASC 815and ASC 815-15 for consideration of derivative accounting and concluded the conversion option did not qualify for derivative accounting. Sunrise also evaluated the conversion option under ASC 470-20 for consideration of beneficial conversion feature and concluded the conversion option did not contain a beneficial conversion feature.
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 will be paid back with cash.
Since inception on September 27, 2006 to April 30, 2008, the chief executive officer of Sunrise has advanced $3,766 to pay expenses incurred by the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment. They were repaid in fiscal 2009.
During the fiscal year ended April 30, 2008, the Company issued 1,200,000 shares of its Restricted Common Stock to its president as compensation for his services for the Company valued at $120,000.
During the fiscal year ended April 30, 2010, the Company paid back Sunrise’s president’s brother the accrued interest on note payable from February 1, 2008 to February 6, 2010 with an amount of $339.
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. These advances and loan are unsecured, non-interest bearing and have no fixed terms of repayment. At April 30, 2011, a total of $13,554 was due to the chief executive officer of Sunrise.
During the fiscal year ended April 2012, the chief executive officer of Sunrise has advanced $375 to pay the annual list payment to Nevada Secretary of State. This advance is unsecured, non-interest bearing and have no fixed terms of repayment. At April 30, 2012, a total of $13,929 was due to the chief executive officer of Sunrise.
During the fiscal year ended April 2013, the former chief executive officer of Sunrise has advanced in total $8,000 to pay auditing and transfer agent fee. These advances are unsecured, non-interest bearing and have no fixed terms of repayment. At April 30, 2013, a total of $21,929 was due to the chief executive officer of Sunrise.
21
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
SUNRISE GLOBAL INC.
|
||
|
Dated: August 12, 2013
|
By:
|
/s/ George Gemayel
|
|
George Gemayel, Chief Executive Officer and President
|
||
|
Dated: August 12, 2013
|
By:
|
/s/ George Gemayel
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George Gemayel, Director
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