U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNRISE GLOBAL, INC.
(Exact name of Registrant as specified in its charter)
NEVADA | 7389 | 20-8767728 |
(State or other Jurisdiction of | (Standard Industrial | (I.R.S. Employer |
Incorporation or Organization) | Classification Code Number) | Identification No.) |
Sunrise Global, Inc.
201 W. Garvey Ave. Suite 102-208
Monterey Park, CA 91754
Registrant's telephone number, including area code: (626) 4072622
Approximate date of commencement of Proposed sale to the public: as soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following. o
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered [1] | Proposed maximum offering price per unit | Proposed maximum aggregate offering price | Amount of registration fee [2] [3] | |||||||||
Common Stock offered by the Selling Stockholders [4] | 413,000 | $ | .10 per share | $ | 41,300 | $ | 1.27 | ||||||
TOTAL |
(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.
(3) Calculated under Section 6(b) of the Securities Act of 1933 as .0000307 of the aggregate offering price.
(4) Represents shares of the registrant’s common stock being registered for resale that have been issued or will be issued to the selling shareholders named in this registration statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
SUNRISE GLOBAL, INC.
413,000 SHARES
COMMON STOCK
The selling shareholders are offering up to 413,000 shares of common stock. The selling shareholders will offer and sell their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and, assuming we secure this qualification for quotation, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.
There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.
Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.
This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is _________________, 2007.
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TABLE OF CONTENTS
Summary Information and Risk Factors | 5 |
Risk Factors | 7 |
Use of Proceeds | 11 |
Determination of Offering Price | 11 |
Dilution | 11 |
Selling Shareholders | 12 |
Plan of Distribution | 13 |
Legal Proceedings | 15 |
Directors, Executive Officers, Promoters, and Control Persons | 15 |
Security Ownership of Certain Beneficial Owners and Management | 16 |
Description of Securities | 16 |
Interest of Named Experts | 17 |
Disclosure of Commission Position on Indemnification for Securities Liabilities | 17 |
Description of Business | 17 |
Management's Discussion and Analysis of Financial Condition and Results of Operations | 18 |
Description of Property | 19 |
Certain Relationships and Related Transactions | 19 |
Market for Common Equity and Related Stockholder Matters | 20 |
Executive Compensation | 21 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 30 |
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SUMMARY INFORMATION AND RISK FACTORS
You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.
Organization
We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Our address is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, and our telephone number is (626) 407-2622. We have a website at www.nasunrise.com. Nothing on this website is part of this prospectus.
Proposed Business
Sunrise Global, Inc. is a recycled industrial waste resale company with operations to be based the United States and China. We were formed to sell recycled industrial waste material to customers in China. Our main operations and services will include acquisition of recyclable materials such as scrap metals (including battered pipes, fine metal shavings, doorknobs, jumbles of wire, crumpled cars and all other manner of flotsam), plastic, cardboard, and paper sourced from suppliers not yet identified and the resale of such material to customers in China. We believe the use of recycled material is both environmentally friendly and is a key part of today's competitive manufacturing process to lower costs. We believe our major customers, not yet identified, will be Chinese manufacturers and recycled material traders, which are located mainly in the Chinese provinces of Guangdong, Shandong, Zhejiang and Jiangshu.
We are a development stage company that has generated no revenues from operations since our incorporation on September 27, 2006. We have incurred losses since our inception, have no operations and rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern.
Since our inception, we have been primarily engaged in business planning activities, including researching opportunities for sale of recycled material in China, developing our economic models and financial forecasts, performing due-diligence regarding potential sources for recycled material acquisition, shipping and potential customers, and raising capital.
To implement our business plan, we will need to secure and negotiate acquisition contracts with acceptable terms for:
· | Sources of raw material |
· | Transportation |
· | Distribution in China |
· | Acquisition of our recycled materials by customers in China |
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.
As of the date of this prospectus, we had 1,963,000 shares of common stock outstanding.
The selling shareholders are offering up to 413,000 shares of common stock. The selling shareholders will offer and sell their shares at $.10 per share until our shares are quoted on the OTC Bulletin Board, and, assuming we secure this qualification for quotation, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.
To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this registration statement, no filing has been made. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.
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Financial Summary
Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.
BALANCE SHEET
April 30, 2007
TOTAL ASSETS | $ | 51,300 | ||
Total current liabilities | 702 | |||
Deficit accumulated during development stage | (5,702 | ) | ||
Total Stockholders’ Equity | 50,598 | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 51,300 |
STATEMENT OF DEVELOPMENT STAGE EXPENSES
Period from September 27, 2006 (Inception) Through April 30, 2007
DEVELOPMENT STAGE EXPENSES | $ | 5,702 | ||
Net loss | $ | (5,702 | ) |
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Risk Factors
In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.
We have experienced net losses and have made limited sales and generated limited revenue to date. Therefore, you should not rely on our historical results of operations as an indication of our future performance.
During the period from inception on September 27, 2006 through April 30, 2007, we incurred net losses of approximately $5,702. We had not made any sales and had no revenue during the period from inception on September 27, 2006 through April 30, 2007. Our future success is dependent on our ability to the sale of recycled materials to China into a successful business, which depends upon locating sources of recycled products, arranging shipping and locating customers. None of these factors is demonstrated by our historic performance to date and there is no assurance we will be able to accomplish them in order to sustain our operations. We may never develop profitable operations. As a result, there is no assurance of future successful performance of our business.
Our poor financial condition raises substantial doubt about our ability to continue as a going concern. You will be unable to determine whether we will ever become profitable.
Our independent auditors have indicated in their audit report for the quarter ended at April 30, 2007 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.
If we do not obtain additional financing, our business will fail.
We have determined our current operating funds are not sufficient to complete our intended business objectives. As of April 30, 2007, we had cash on hand in the amount of approximately $41,300. We will need to raise additional capital in order to cover the costs of implementing our business plan. We do not currently have any arrangements for financing and may not be able to find such financing if required. We currently do not have any operations and we have no income.
If we are not able to obtain agreements with suppliers of recycled materials for sale to China, our business will fail.
As of the date of this filing, we have not entered into a formal agreement with any entity to acquire the recycled materials we intend to sell to China. Even if we are able to reach an agreement with a material source, we may not be able to obtain the financing necessary to secure the material. If we are unable to locate suitable sources for recycled materials to sell to China, our business will fail.
If we cannot find customers in China to purchase recycled materials from us on acceptable terms, we will not be able to establish our business and thus it will fail.
Even if we secure recycled materials for sale to China, we may not be able to secure purchasers for these materials on acceptable terms. Without purchasers in China for recycled materials, we will not be able to proceed with our business plan.
Because our officer and director owns 76.4% of our outstanding common stock, he could exercise significant control over corporate decisions that may be disadvantageous to minority shareholders.
Our officer and director, Shaojun Sun, owns approximately 76.4% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to influence a change in control. The interests of our officer and director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
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Because management does not have any technical experience in the sale of recycled materials sector, our business has a higher risk of failure.
While management has training and experience in doing business in and with China, management does not have technical training in the field of sale of recycled materials in China. As a result, we may not be able to recognize and take advantage of opportunities in the recycled materials sector without the aid of qualified consultants. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in the recycled materials resale industry. Management’s decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
Because we will incur significant costs complying with our obligations as a reporting issuer, our ability to attain profitable operations will be adversely impacted.
Upon the effectiveness of our registration statement, we will be required to file periodic reports with the Securities & Exchange Commission, including financial statements and disclosure regarding changes in our operations. We anticipate that we will incur approximately $25,000 per year in order to comply with these reporting requirements. As our operations become more complex, it is anticipated that these costs will increase. These compliance costs will be charged to operations and will negatively impact our ability to attain profitable operations.
The person responsible for managing our business, Mr. Shaojun Sun, may devote less than full time to our business, which may reduce our revenues.
We currently have no employees other than Mr. Shaojun Sun. Mr. Sun currently devotes 8 hours per week to our business. He anticipates that during the next 12 months he will devote approximately 50% of his time to our business. Mr. Sun may not be able to devote the time necessary to our business to assure successful implementation of our business plan.
Our management decisions are made by Mr. Shaojun Sun; if we lose his services, our revenues may be reduced.
The success of our business is dependent upon the expertise of management, Mr. Shaojun Sun. Because Mr. Shaojun Sun is essential to our operations, you must rely on his management decisions. We have not obtained any key person life insurance relating to him. If we lose his services, we may not be able to hire and retain other management with comparable experience. As a result, the loss of Mr. Shaojun Sun’s services could reduce our revenues.
Due to the lack of a trading market for our securities, our shares are currently not liquid, and you may have difficulty selling any shares you purchase in this offering.
We are not registered on any public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of our Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. As of the date of this filing, we have engaged in discussions with Spartan Securities Group LLC concerning the filing of Form 211 with the NASD to qualify our securities for quotation on the OTCBB. We cannot guarantee that this application will be accepted or approved and our stock would be listed and quoted for sale or that a future trading market for our securities may not develop. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. Restrictions on the sale of our stock as a Penny Stock may limit your ability to resell or a prospective purchaser to purchase any shares you acquire in this offering.
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Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
· | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
· | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
· | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and |
· | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
Sales of our common stock under Rule 144 could reduce the price of our stock.
All of 1,500,000 shares of our common stock held by affiliates are restricted securities under Rule 144 of the Securities Act of 1933. None of our shares held by affiliates are currently eligible for resale until 90 days after the effective date of this registration statement. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least one year, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to resales under Rule 144(k). The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.
Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, all of which are not independent, to perform these functions.
We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. The sole member of the board of directors is not an independent director. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit issues that may affect management decisions.
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Risks associated with doing business in the PRC.
Substantially all of our revenue will be derived from our operations in China. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal developments in China, which have rapidly changed.
The PRC’s economic, political and social conditions, as well as government policies, could affect our business. The PRC economy differs from the economies of most developed countries in many respects.
Since 1978 China has been one of the world’s fastest-growing economies in terms of gross domestic product, or GDP, growth. We cannot assure you, however, that such growth will be sustained in the future. If in the future China’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate a business combination and if we complete a business combination, the ability of that target business to remain profitable.
Our ability to find attractive customers for our products is based on the assumption that the Chinese economy will continue to grow. The PRC’s economic growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us, depending on the industry in which we engage in a business combination. For example, our financial condition and results of operations may be adversely affected by PRC government control over capital investments or changes in tax regulations that are applicable to potential target businesses and business combinations.
The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the use of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over PRC economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. We cannot assure you that China’s economic, political or legal systems will not develop in a way that becomes detrimental to our business, results of operations and prospects.
If political relations between the U.S. and the PRC weaken, it could make sale of our products less attractive to customers inside of the PRC.
The relationship between the United States and the PRC is subject to sudden fluctuation and periodic tension. Changes in political conditions in the PRC and changes in the state of Sino-U.S. relations are difficult to predict and could adversely affect our operations or cause potential our products to become less attractive to customers inside of the PRCs. This could lead to a decline in our profitability and our stock price. Any weakening of relations between the U.S. and the PRC could have a material adverse effect on our operations.
If the PRC imposes restrictions to reduce inflation, future economic growth in the PRC could be severely curtailed which could lead to a significant decrease in our profitability.
While the economy of the PRC has experienced rapid growth, this growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in supply of money and rising inflation. In order to control inflation in the past, the PRC has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed, it may lead to a slowing of economic growth and decrease the interest in the recycled products we may ultimately offer leading to a decline in our profitability.
Because Chinese law will govern almost all of any our material agreements for sale of our products, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.
Chinese law will govern almost all of our material agreements for sale of our recycled products, some or many of which could be with Chinese governmental agencies. We cannot assure you that we will be able to enforce any of its material agreements or that remedies will be available outside of the PRC. The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in China over the past 25 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our operations.
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Fluctuations in the value of the renminbi relative to foreign currencies could cause the cost of our products to increase and could affect our operating results.
Chinese companies will pay for our products with Chinese currency, the renminbi. We will be subject to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on our business, financial condition and operating results. The value of renminbi against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. As we expect that our sales will be primarily in China, any significant revaluation of the renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert United States dollars into renminbi for our operations, appreciation of renminbi against the United States dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our renminbi into United States dollars for other business purposes and the United States dollar appreciates against the renminbi, the United States dollar equivalent of the renminbi we convert would be reduced. The Chinese government recently announced that it is pegging the exchange rate of the renminbi against a number of currencies, rather than just the United States dollar. Fluctuations in the renminbi exchange rate could adversely affect our ability to operate our business.
Special Information Regarding Forward Looking Statements
Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a penny stock issuer and thus we may not rely on the statutory safe harbor from liability for forward-looking statements. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with this offering.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares offered by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined by us. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:
· | our lack of operating history; |
· | the proceeds to be raised by the offering; and |
· | the price we believe a purchaser is willing to pay for our stock |
DILUTION
Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.
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SELLING SHAREHOLDERS
The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. These selling shareholders acquired their shares by purchase in a single private placement exempt from registration under section 4(2) of the Securities Act of 1933 in a transaction that closed on April 30, 2007. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers. To the extent that any successor(s) to the named selling shareholders wish to sell under this prospectus, we must file a prospectus supplement identifying such successors as selling shareholders.
Selling Shareholder [1] | Shares to be offered by the Selling Stockholders | Percentage owned before Offering | Amount owned after the offering, assuming all shares sold [1] | Percentage owned after the offering, assuming all shares sold [1] | |||||||||
Jiexian Li | 1,000 | * | 0 | 0 | % | ||||||||
Shutian Chen | 1,000 | * | 0 | 0 | % | ||||||||
Lixin Xie | 2,000 | * | 0 | 0 | % | ||||||||
Tiansheng Li | 2,000 | * | 0 | 0 | % | ||||||||
Kele Zheng | 3,000 | * | 0 | 0 | % | ||||||||
Shaolong Sun | 4,000 | * | 0 | 0 | % | ||||||||
Bing Qiu | 5,000 | * | 0 | 0 | % | ||||||||
Yuhai Tang | 5,000 | * | 0 | 0 | % | ||||||||
Yuzhi Tang | 5,000 | * | 0 | 0 | % | ||||||||
Xiaoyun Xuan | 5,000 | * | 0 | 0 | % | ||||||||
Songdi Yan | 5,000 | * | 0 | 0 | % | ||||||||
Jianbo Yang | 5,000 | * | 0 | 0 | % | ||||||||
Jianfeng Yang | 5,000 | * | 0 | 0 | % | ||||||||
Yuan Yang | 5,000 | * | 0 | 0 | % | ||||||||
Zhiming Li | 5,000 | * | 0 | 0 | % | ||||||||
Min Huang | 5,000 | * | 0 | 0 | % | ||||||||
Haoyu Zheng | 8,000 | * | 0 | 0 | % | ||||||||
Ke Huang | 8,000 | * | 0 | 0 | % | ||||||||
Yuanzhen Lu | 10,000 | * | 0 | 0 | % | ||||||||
Meiluan Chen | 10,000 | * | 0 | 0 | % | ||||||||
Linhai Sun | 10,000 | * | 0 | 0 | % | ||||||||
Wei Huang | 10,000 | * | 0 | 0 | % | ||||||||
Qiuheng Huang | 10,000 | * | 0 | 0 | % | ||||||||
Weiji Zhou | 10,000 | * | 0 | 0 | % | ||||||||
Weizhao He | 10,000 | * | 0 | 0 | % | ||||||||
Meiyun Chen | 12,000 | * | 0 | 0 | % | ||||||||
Weilie He | 12,000 | * | 0 | 0 | % | ||||||||
Yiwen Gu | 12,000 | * | 0 | 0 | % | ||||||||
Sunling Ji | 12,000 | * | 0 | 0 | % | ||||||||
Liqin Sun | 15,000 | * | 0 | 0 | % | ||||||||
Qinru Mo | 15,000 | * | 0 | 0 | % |
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Wei Zheng | 15,000 | * | 0 | 0 | % | ||||||||
Shuqiang Zheng | 15,000 | * | 0 | 0 | % | ||||||||
Xuewo Zheng | 15,000 | * | 0 | 0 | % | ||||||||
Qiuxian Huang | 15,000 | * | 0 | 0 | % | ||||||||
Guirong Xu | 15,000 | * | 0 | 0 | % | ||||||||
Jiaxiang Chen | 15,000 | * | 0 | 0 | % | ||||||||
Caijin Sun | 15,000 | * | 0 | 0 | % | ||||||||
Yuming Zhou | 15,000 | * | 0 | 0 | % | ||||||||
Rong Zhou | 15,000 | * | 0 | 0 | % | ||||||||
Wei Ji | 15,000 | * | 0 | 0 | % | ||||||||
Weijun He | 18,000 | * | 0 | 0 | % | ||||||||
Jiamian Xie | 18,000 | * | 0 | 0 | % | ||||||||
TOTAL | 413,000 | 21 | 0 | 0 | % |
*less than 1%
Blue Sky
Thirty-eight states and the District of Columbia have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by Selling Stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Standard and Poor’s Corporate Manual, secondary trading can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after this registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.
All of our selling shareholders currently reside outside the U.S.
PLAN OF DISTRIBUTION
Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors' ability to resell their shares. Selling shareholders are offering up to 413,000 shares of common stock. The selling shareholders will offer their shares at $.10 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders. We will pay all expenses of registering the securities.
The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.
The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.
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In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.
Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.
There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities. Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.
OTC Bulletin Board Considerations
To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for the NASD to issue a trading symbol.
The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. The NASD cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.
Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors' orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.
Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.
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Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
LEGAL PROCEEDINGS
There are no pending or threatened lawsuits against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:
Name | Age | Position | ||
Shaojun Sun | 34 | Director, Chairman, President, Chief Financial Officer and Secretary |
Mr. Shaojun Sun has been our Director, Chairman, President, Chief Financial Officer and Secretary since our inception on September 27, 2006. He has been a director and officer of Sunrise Mining Corporation since October 2005. Previously, he was the officer and director of Magnum d’Or Resources, Inc. He has been the Vice President, Chief Financial Officer and Secretary of Sunrise Lighting Holdings Limited since 1997. He received a B.S. degree in computer science from Zhongshan University and holds two degrees of Master of Business Administration in international business from the University of South Carolina and from Vienna University of Economics and Business Administration.
Mr. Shaojun Sun spends about 10 to 20 hours per week on the business of Sunrise Mining Corporation and no more than 10 hours per week on the business of Sunrise Lighting Holdings Limited. He spends approximately 8 hours per week on our business and expects to spend approximately 20 hours per week on our business in the next 12 months.
Family Relationships
There are no family relationships among our officers or directors.
Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last five years in any of the following:
· | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
· | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
· | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and |
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· | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. There are not any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable common share property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders set forth below is 201 W Garvey Ave. Suite 102-208, Monterey Park, CA 91754.
Name | Total Shares Owned | Percentage | |||||
Shaojun Sun | 1,500,000 | 76.4 | % | ||||
All executive officers and directors as a group [1 person] | 1,500,000 | 76.4 | % |
This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 1,963,000 shares of common stock outstanding as of April 30, 2007.
The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.
Common Stock
We are authorized to issue 200,000,000 shares of stock of which 100,000,000 shares are designated common stock with $.001 par value per share. As of the date of this registration statement, there were 1,963,000 shares of common stock issued and outstanding held by 45 shareholders of record.
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future declaration of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
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Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.
Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock in series as fixed by the Directors with a par value of $0.001 per share. As of the date of this registration statement, there are no preferred shares outstanding.
Preferred stock may be issued in series with preferences and designations as the Board of Directors may from time to time determine. The board may, without shareholders approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common shareholders and may assist management in impeding an unfriendly takeover or attempted changes in control. There are no restrictions on our ability to repurchase or reclaim our preferred shares while there is any arrearage in the payment of dividends on our preferred stock.
The financial statements from our inception on September 27, 2006 to April 30, 2007 included in this prospectus have been audited by Malone & Bailey, PC which are independent registered certified public accountants, to the extent and for the periods set forth in its report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES
Our Bylaws, subject to the provisions of Nevada law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
DESCRIPTION OF BUSINESS
We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Our address is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, and our telephone number is (626) 4072622. We have a website at www.nasunrise.com. Nothing on this website is part of this prospectus.
Proposed Business
Sunrise Global, Inc. is a recycled industrial waste resale company with operations to be 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 will include acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers not yet identified and the resale of such material to customers in China. We believe the use of recycled material is both environmentally friendly and is a key part of today's competitive manufacturing process to lower costs. We believe our major customers, not yet identified, will be Chinese manufacturers and recycled material traders, which are located mainly in the Chinese provinces of Guangdong, Shandong, Zhejiang and Jiangsu.
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We are a development stage company that has generated no revenues from operations since our incorporation on September 27, 2006. We have incurred losses since our inception, have no operations and rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern.
Since our inception, we have been primarily engaged in business planning activities, including researching opportunities for sale of recycled material in China, developing our economic models and financial forecasts, performing due-diligence regarding potential sources for recycled material acquisition, shipping and potential customers, and raising capital.
To implement our business plan, we will need to secure and negotiate acquisition contracts with acceptable terms for:
· | Sources of raw material |
· | Transportation |
· | Distribution in China |
· | Acquisition of our recycled materials by customers in China |
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.
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.
Our competitors include Kramer Metals, Inc., R & P Renovators, LLC, Kramer/Spirtas, LLC, Rail Prop, LLC, Sancon Resources Recovery, Inc., and Spectrum Alloys, Inc., International Metals Ekco, Ltd. Tri Alloy Group, LLC. , California Metal-X, Metal Briquetting Company, and The Strelitz Company, Inc.
We believe we will be able to compete effectively with these competitors because (1) we are native in the Chinese market, we know how to deal with the local markets there; (2) We know many local buyers who want to cooperate with us so as to create win-win solution for cross border business operations; (3) Our business model will allow us to reduce cost, which will create a competitive advantage over our competitors.
Intellectual Property
None.
Employees
We currently have no other employees other than Mr. Sun. In his capacity as our President, Mr. Sun currently devotes approximately 20% of his time to our business and anticipates that after the next 12 months he will increase his commitment to spending approximately 50% of his time working on our business. Our President Mr. Sun may not be able to devote the time necessary to our business to assure successful implementation of our business plan.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
PLAN OF OPERATIONS
Our plan of operations for the twelve months following the date of this prospectus is to secure and negotiate acquisition contracts with acceptable terms for:
· | Sources of raw material |
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· | Transportation |
· | Distribution in China |
· | Acquisition of our recycled materials by customers in China |
We have no binding contracts, agreements or commitments for any of these required activities.
Over the next 12 months, we anticipate spending about $25,000 on marketing and another $25,000 on administrative costs, including professional fees and general business expenses, including costs related to complying with our filing obligations as a reporting company. As our operations become more complex, it is anticipated that these costs will increase. We intend to cover these costs from current cash on hand or loans from management.
Our cash on hand, $41,300 as of April 30, 2007, is sufficient to cover only a portion of marketing and administrative expenses. We will require additional funding of $200,000 to implement this Plan of Operations during the next 12 months and at least $300,000 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 for the Period from Inception through April 30, 2007
We have earned no revenues from our incorporation on September 27, 2006 to April 30, 2007. We do not anticipate earning any significant revenues from operations until we establish business relationship with buyers in China who commit to buy products from us and that we can successfully sources those products from our suppliers in the United States, of which there is no guarantee.
We incurred operating expenses in the amount of $5,702 for the period from our inception on September 27, 2006 to April 30, 2007. These operating expenses were comprised of website development and incorporation of the Company.
We have not attained profitable operations and are dependent upon obtaining financing to complete our business plan. Our independent auditors have indicated in their audit report for the quarter ended at April 30, 2007 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.
DESCRIPTION OF PROPERTY
Our principal offices are located at 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, which is provided by Mr. Sun at no cost to us.
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.
Except for
· | The initial issuance of 1,500,000 shares of stock to Mr. Sun valued at $10,000 for contributed services; |
· | Since inception on September 27, 2006 to April 30, 2007, the chief executive officer of Sunrise loaned $702 for operating expenses which is unsecured and due on demand; and |
· | Sunrise’s principal office is in the office of our president pursuant to a verbal agreement on a rent-free month-to-month basis, |
none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
· | Any of our directors or officers; |
· | Any person proposed as a nominee for election as a director; |
· | Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; |
· | Our promoters, Shaojun Sun; or |
· | Any member of the immediate family of any of the foregoing persons. |
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Market Information
There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements, or understandings with any person with regard to the development of a trading market in any of our securities.
Options, Warrants, Convertible Securities
There are no options, warrants or convertible securities outstanding.
Penny Stock Considerations
Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
· | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
· | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
· | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and |
· | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
OTC Bulletin Board Qualification for Quotation
To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for the NASD to issue a trading symbol.
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Sales of our common stock under Rule 144.
Once this registration statement is effective, the shares of our common stock being offered by our selling shareholders will be freely tradable without restrictions under the Securities Act of 1933, except for any shares held by our "affiliates," which will be restricted by the resale limitations of Rule 144 under the Securities Act of 1933.
All of 1,500,000 shares of our common stock held by affiliates are restricted securities under Rule 144 of the Securities Act of 1933. None of our shares held by affiliates are currently eligible for resale until 90 days after the effective date of this registration statement. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least one year, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to resales under Rule 144(k). The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.
Once this registration statement is effective, the shares of our common stock being offered by our selling shareholders will be freely tradable without restrictions under the Securities Act of 1933.
In addition to the shares available for resale under this registration statement, as a result of the provisions of Rule 144, all of the restricted securities could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus, assuming the volume and method of sale limitations in Rule 144 can be satisfied to the extent required. The volume limitations limit affiliate sales to no more than 1% of our total issued and outstanding securities every 90 days. The manner of sale limitations require sales through a broker on the market in an unsolicited transaction. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities
Holders
As of the date of this registration statement, we had 45 shareholders of record of our common stock.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Reports to Shareholders
As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file periodic reports, proxy statements, and other information with the Securities and Exchange Commission through December 31, 2007, assuming this registration statement is declared effective before that date. By filing a Form 8-A, we will continue as a mandatory reporting company and will be subject to the proxy statement or other information requirements of the 1934 Act.
We have filed with the Securities and Exchange Commission a registration statement on Form SB-2 statement. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.
Management Compensation
Our management has received no compensation since inception and we have no agreements in place to pay any compensation to management, although we may enter into such agreements in the future.
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Board Compensation
Members of our Board of Directors do not receive compensation for their services as Directors.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Sunrise Global Inc.
(A Development Stage Company)
Monterey Park, California
We have audited the accompanying balance sheet of Sunrise Global Inc. as of April 30, 2007 and the related statements of expenses, cash flows and stockholders’ equity for the period from September 27, 2006 (inception) through April 30, 2007. These financial statements are the responsibility of Sunrise Global, Inc. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides 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 Global Inc. as of April 30, 2007, and the results of its operations and its cash flows for the period described in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Sunrise Global Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Sunrise Global, Inc. 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.
/s/ Malone & Bailey, PC
MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
May 9, 2007
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SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF APRIL 30, 2007
ASSETS | ||||
Current assets | ||||
Cash | $ | 41,300 | ||
Prepaid Expenses | 10,000 | |||
TOTAL ASSETS | $ | 51,300 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current liabilities | ||||
Advance from company officers | $ | 702 | ||
TOTAL LIABILITIES | 702 | |||
Stockholders' Equity | ||||
Preferred Stock, $.001par value; 100,000,000 shares authorized, No shares issued and outstanding | - | |||
Common Stock, $.001 par value; 100,000,000 shares authorized, 1,963,000 issued and outstanding | 1,963 | |||
Additional paid-in capital | 54,337 | |||
Accumulated deficit | (5,702 | ) | ||
Total Stockholders' Equity | 50,598 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 51,300 |
See accompanying summary of accounting policies and notes to financial statements.
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SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF EXPENSES
For the Period From September 27, 2006 (Inception)
Through April 30, 2007
Expenses | ||||
Website development costs | $ | 5,000 | ||
General and administrative expenses | 702 | |||
Total Operating Expenses | 5,702 | |||
Net Loss | $ | (5,702 | ) | |
Net Loss per share - basic and diluted | $ | (0.00 | ) | |
Weighted average share outstanding - basic and diluted | 1,592,279 |
See accompanying summary of accounting policies and notes to financial statements.
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SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
CASH FLOWS
For the Period From September 27, 2006 (Inception) Through April 30, 2007
Cash Flows from Operating Activities: | ||||
Net Loss | $ | (5,702 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stocks issued for services | 5,000 | |||
Changes in: | ||||
Prepaid expenses | (10,000 | ) | ||
Net Cash Flows Used in Operations | (10,702 | ) | ||
Cash Flows from Financing Activities: | ||||
Issuance of stock for cash | 51,300 | |||
Advance from company officer | 702 | |||
Net Cash Flows Provided by Financing Activities | 52,002 | |||
Net Increase in Cash | 41,300 | |||
Cash and cash equivalents - Beginning of period | - | |||
Cash and cash equivalents - End of period | $ | 41,300 | ||
SUPPLEMENTARY INFORMATION | ||||
Interest Paid | $ | - | ||
Income Taxes Paid | $ | - |
See accompanying summary of accounting policies and notes to financial statements.
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SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from September 27, 2006 (Inception) Through April 30, 2007
Deficit | ||||||||||||||||
Common Stock | Additional Paid-in | Accumulated During the Development | Total Stockholders' | |||||||||||||
Shares | Amount | Capital | Stage | Equity | ||||||||||||
Inception - September 27, 2006 | - | $ | - | $ | - | $ | - | $ | - | |||||||
Issuance of stocks to founder | 1,500,000 | 1,500 | 8,500 | - | 10,000 | |||||||||||
Issuance of stocks to consultant for service | 50,000 | 50 | 4,950 | - | 5,000 | |||||||||||
Issuance of stocks 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 |
See accompanying summary of accounting policies and notes to financial statements.
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SUNRISE GLOBAL, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. Sunrise Global, Inc was incorporated in Nevada on September 27, 2006. Sunrise Global was formed to sell recycled industrial waste material to customers in China. The main operations and services of Sunrise will include acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers not yet identified and the resale of such material to customers in China.
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, 2007, cash only consisted of monies held in checking accounts and CD accounts.
Property and equipment is valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which is five years for equipment.
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.
Net Loss Per Share Data. Basic and diluted net loss per common share are presented in conformity with the SFAS No. 128, “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 quarter ended at April 30, 2007, 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 majority owner to provide cash resources to fund its operations. As of April 30, 2007, Sunrise’s accumulated deficit was $5,702. 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 has 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, 2007, 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 $702 at April 30, 2007, and expires in 2026.
At April 30, 2007, deferred tax assets consisted of the following:
Deferred tax assets | $ | 239 | ||
Less: valuation allowance | (239 | ) | ||
Net deferred tax asset | $ | — |
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NOTE 4 - COMMON STOCK
Sunrise issued 1,500,000 common founder shares to the chief executive officer of Sunrise for $10,000.
Sunrise issued 50,000 common shares to pay for the website development costs valued at $5,000.
Sunrise issued 413,000 common shares to raise $41,300 from a private placement of securities in 2007.
NOTE 5 - RELATED PARTY TRANSACTIONS
Since inception on September 27, 2006 to April 30, 2007, the chief executive officer of Sunrise loaned $702 for operating expenses which is unsecured and due on demand.
Sunrise’s principal office is in the office of our president pursuant to a verbal agreement on a rent-free month-to-month basis.
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None.
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The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION DATED ________, 2007
SUNRISE GLOBAL, INC.
Dealer Prospectus Delivery Obligation
Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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Part II-INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Articles of Incorporation and By-laws, subject to the provisions of Nevada law, contain provisions that allow the corporation to indemnify any person under certain circumstances.
Nevada law provides the following:
17-16-851. Authority to indemnify.
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at least Not opposed to the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or
(iv) He engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by W.S. 17-16-202(b)(v).
(b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of paragraph (a)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) Unless ordered by a court under W.S. 17-16-854(a)(iii) a corporation may not indemnify a director under this section:
(i) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the standard of conduct under subsection (a) of this section; or
(ii) In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled.
(e) Repealed By Laws 1997, ch. 190,ss.3.
17-16-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
17-16-853. Advance for expenses.
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director if he delivers to the corporation:
(i) A written affirmation of his good faith belief that he has met the standard of conduct described in W.S. 17-16-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by W.S. 17-16-202(b)(iv); and
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(ii) His written undertaking to repay any funds if he is not entitled to mandatory indemnification under W.S. 17-16-852 and it is ultimately determined that he has not met the standard of conduct described in W.S. 17-16-851.
(iii) Repealed By Laws 1997, ch. 190,ss.3.
(b) The undertaking required by paragraph (a)(ii) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(i) By the board of directors:
(A) If there are two (2) or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote; or
(B) If there are fewer than two (2) disinterested directors, by the vote necessary for action by the board in accordance with W.S. 17-16-824(c), in which authorization directors who do not qualify as disinterested directors
may participate; or
(ii) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.
17-16-854. Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(i) Order indemnification if the court determines that the director is entitled to mandatory indemnification under W.S. 17-16-852;
(ii) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by W.S. 17-16-858(a); or
(iii) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if he has not met the standard of conduct set forth in W.S. 17-16-851(a), failed to comply with W.S. 17-16-853 or was adjudged liable in a proceeding referred to in W.S. 17-16-851(d)(i) or (ii), but if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under paragraph (a)(i) of this section or to indemnification or advance for expenses under paragraph (a)(ii) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (a)(iii) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
17-16-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under W.S. 17-16-851 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he has met the standard of conduct set forth in W.S. 17-16-851.
(b) The determination shall be made:
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(i) If there are two (2) or more disinterested directors, by the board of directors by majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote;
(ii) Repealed By Laws 1997, ch. 190,ss.3.
(iii) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (i) of this subsection; or
(B) If there are fewer than two (2) disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or
(iv) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) disinterested directors, authorization of indemnification shall be made by those entitled under paragraph (b)(iii) of this section to select special legal counsel.
17-16-856. Officers.
(a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract, except for:
(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(I) Receipt by him of a financial benefit to which he is not entitled;
(II) An intentional infliction of harm on the corporation or the shareholders; or
(III) An intentional violation of criminal law.
(iii) A corporation may also indemnify and advance expenses to a Current or former officer, employee or agent who is not a director to the Extent, consistent with public policy that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.
(b) The provisions of paragraph (a)(ii) of this section shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under W.S. 17-16-852, and may apply to a court under W.S. 17-16-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Our Articles and By-Laws also provide for indemnification to the fullest extent permitted under Nevada law.
With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
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The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.
ITEM | AMOUNT | |||
SEC Registration Fee* | $ | 3 | ||
Legal Fees and Expenses | 25,000 | |||
Accounting Fees and Expenses* | 25,000 | |||
Miscellaneous* | 25,000 | |||
Total* | $ | 75,003 |
* Estimated Figure
RECENT SALES OF UNREGISTERED SECURITIES
On September 27, 2006, our inception, there was an initial issuance of 1,500,000 shares of stock to Mr. Sun valued at $10,000 for contributed services
From 11/03/2006 to 4/30/2007, we sold 413,000 shares of common stock to 43 non U.S. citizens and residents at a price of $.10 for total consideration of $41,300.
We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
We believed that Regulation S was available because:
· | None of these issuances involved underwriters, underwriting discounts or commissions; |
· | We placed Regulation S required restrictive legends on all certificates issued; |
· | No offers or sales of stock under the Regulation S offering were made to persons in the United States; |
· | No direct selling efforts of the Regulation S offering were made in the United States. |
In connection with the above transactions, although some of the investors were accredited, we provided the following to all investors:
· Access to all our books and records.
· Access to all material contracts and documents relating to our operations.
· The oppurtunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
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EXHIBITS
Item 3
1. Articles of Incorporation
2. Bylaws
Item 4
Form of common stock Certificate of Sunrise Global, Inc. (1)
Item 5
Legal Opinion of Williams Law Group, P.A.
Item 23
1. Consent of Malone & Bailey, P.C.
2. Consent of Williams Law Group, P.A. (included in Exhibit 5.1)
All other Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable to this filing.
(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.
Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of distribution.
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(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
Each prospectus filed pursuant to Rule 424(b)(§230.424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on our behalf by the undersigned, in Los Angeles on May 10, 2007.
SUNRISE GLOBAL, INC.
Title | Name | Date | Signature | |||
Principal Executive Officer | Shaojun Sun | May 10, 2007 | /s/ Shaojun Sun | |||
Principal Financial Officer and | Shaojun Sun | May 10, 2007 | /s/ Shaojun Sun | |||
Principal Accounting Officer | Shaojun Sun | May 10, 2007 | /s/ Shaojun Sun |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Title | Name | Date | Signature | |||
Director | Shaojun Sun | May 10, 2007 | //s/ Shaojun Sun |
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