PINX:SGBL Annual Report 10-K Filing - 4/30/2012

Effective Date 4/30/2012


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-53047
 
Sunrise Global Inc.
 (Exact name of registrant as specified in its charter)
 
 
Nevada
 
20 - 8767728
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

201 West Garvey Avenue, Suite 102-208, Monterey Park, California, CA 91754
(Address of principal executive offices)

(626) 407-2622
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:

Common Stock, $0.001 par value per share
(Title of Class)

Securities registered under Section 12(g) of the Exchange Act:

None.

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨   No x

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨     
 
 
 

 

 
 
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 

 Large Accelerated Filer
¨
 
Accelerated Filer
¨
         
Non-accelerated Filer
¨
 
Smaller Reporting Company
x
(Do not check if a smaller reporting company.)
   

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x   No

The aggregate market value of the issuer's common stock held by non-affiliates was approximately $65,783 based on the average closing bid and ask price for the common stock on June 14, 2012.

 
APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of June 14, 2012, there were 3,357,830 shares of common stock, par value $.001, outstanding.
   

-2- 
 
 

 

 
INDEX

     
Page Number
Item Number  
 
PART I
 
Item 1
 
Description of Business
4
Item 1A
 
Risk Factors
4
Item 1B
 
Unresolved Staff Comments
5
Item 2
 
Description of Property
5
Item 3
 
Legal Proceedings
5
Item 4
 
Submission of Matters to a Vote of Security Holders
5
       
   
PART II
 
       
Item 5
 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5
Item 6
 
Management's Discussion and Analysis or Plan of Operation
7
Item 7
 
Quantitative and Qualitative Disclosures about Market Risk.
9
Item 8
 
Financial Statements
9
Item 9  
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9
Item 9A  
 
Controls and Procedures
9
Item 9B
 
Other Information
9
       
   
PART III
 
       
Item 10
 
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
10
Item 11  
 
Executive Compensation
11
Item 12  
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
12
Item 13  
 
Certain Relationships and Related Transactions, and Director Independence
13
Item 14  
 
Principal Accountant Fees and Services
13
Item 15  
 
Exhibits, Financial Statement Schedules and Report on Form 8-K
14
Signatures  
   
24
 
   
-3-
 
 

 

PART I

Item 1.      Description of Business

Organization

We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. We are a recycled industrial waste resale company. Our address is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, we have a website at www.nasunrise.com and our telephone number is (626) 407-2622.

We are a recycled industrial waste resale company with limited operations based in the United States and China. We were formed to sell recycled industrial waste material to customers in China. Our main operations and services include the acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers in the United States and the resale of such material to customers in China.

We are a development stage company that has generated very little revenues from operations since our incorporation on September 27, 2006. We have incurred losses since our inception. We still need to rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern.

Since our inception, we have been primarily engaged in business planning activities, including researching opportunities for sale of recycled material in China and performing due-diligence regarding potential sources for recycled material acquisition, shipping and potential customers, and raising capital.

We have no binding contracts, agreements or commitments for any of these required activities. We have no sources of financing for implementation of our business plan identified.

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

Competition

The markets for our products and services are competitive, and we face competition from a number of sources. Many of our competitors have substantially greater resources than us. Those resources may include greater name recognition; larger product lines; complementary lines of business; and greater financial, marketing, information systems, and other resources. We can give no assurance that competitive pressures will not materially and adversely affect the Company's business, financial condition, and results of operations if we continue our business operations.

Intellectual Property

None.

Employees

We currently have no other employees other than Mr. Sun. In his capacity as our President, Mr. Sun currently devotes less than 5 hours of his time per week to our business; he will increase his commitment to spending more of his time working on our business but he may not be able to devote the time necessary to our business to assure successful implementation of our business plan.

Item 1A .       Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. 
 
 
-4- 
 
 

 
 
 
Item 1B.          Unresolved Staff Comments

None

Item 2.      Description of Property.

The principal executive offices of the Company are located at 201 West Garvey Ave, Suite 102-208, Monterey Park, CA 91754, provided Mr. Sun of the Company at no cost to the Company.

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.

Item 3.      Legal Proceedings.

To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 4.      Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5.      Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.

Market Information

Although quotations for the Company's Common Stock appear on the NASD over-the-counter Electronic Bulletin Board, there is no established trading market for the Common Stock. Since the Company obtained the ticker symbol (OTCQB: SGBL) on August 3, 2007, transactions in the Common Stock can only be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, are not indicative of any meaningful market value. Furthermore, the Company cannot predict whether a more active market for our common stock will develop in the future.  In the absence of an active trading market:

(1) Investors may have difficulty buying and selling or obtaining market quotations;
(2) Market visibility for our common stock may be limited; and
(3) A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.

The following table sets forth the range of high and low prices of our common stock as quoted on the OTCBB during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

     
High
   
Low
             
2012
First Quarter
 
0.25
   
 0.25
 
Second Quarter
 
N/A
   
 N/A
 
Third Quarter
 
N/A
   
 N/A 
 
Fourth Quarter
 
2.00
   
 1.25
             
2011
First Quarter
 
  N/A
   
  N/A
 
Second Quarter
 
  N/A
   
  N/A
 
Third Quarter 
 
  N/A
   
  N/A
 
Fourth Quarter
 
  0.35
   
  0.35
 
 
-5- 
 
 

 
 

Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.001 per share (the “Common Stock”).  As of April 30, 2012, there were approximately 43 holders of record of the Company's Common Stock.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares which will be designated as “Preferred Stock”. The Company has not yet issued any of its preferred stock.  

Dividend Policy

The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

None
 
Purchases of Equity Securities by Issuer and Affiliated Purchasers

None
 
 
-6- 
 
 

 
 

Item 6.      Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors.
 
OPERATIONS

The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

 
(i)
filing Exchange Act reports, and

 
(ii)
investigating, analyzing and consummating a business strategy.

We believe we will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.

Over the next 12 months, we anticipate spending about $25,000 on administrative costs, including marketing, professional fees and general business expenses, including costs related to complying with our filing obligations as a reporting company. If our operations become more complex, these costs will likely increase. We intend to cover these costs from current cash on hand, loans from management or income from operations if there is any.

Our cash on hand, $992 as of April 30, 2012, is sufficient to cover only a portion of the administrative expenses. We will require additional funding to implement our business plan.

Until such financing is arranged, we will rely on director loans in order to cover our costs of operations. Our sole director, Mr. Sun has indicated that he is prepared to loan funds to us, but there are no formal arrangements in this regard. He is not legally obligated to loan funds to us. There is no guarantee that we will receive such loans.

Results of Operations

Comparison of the Years Ended April 30, 2012 and 2011

We had no revenues in 2012 and 2011 because we suspended our operations during the year ended April 30, 2009 due to the crash of the world commodity prices and since then we haven’t restarted our operation yet. We do not anticipate earning any significant revenues from operations until we establish firm business relationships with buyers in China who commit to buy products from us and that we can successfully source those products at lower prices from our suppliers in the United States, of which there is no guarantee.

Cost of goods sold for 2012 and 2011 was $nil because there were no operations during the year ended April 30, 2012 and 2011.

Gross profit for 2012 and 2011 was $nil because there were no operations during the year ended April 30, 2012 and 2011.

For the year ended April 30, 2012 compared to the year ended April 30, 2011, Sunrise had a net loss of $10,657 to $10,859, respectively.

General and administrative expenses was $10,657 during the year ended April 30, 2012 as compared to $10,859 for the comparable period in 2011.

-7- 
 
 

 
 

We have not attained profitable operations and are dependent upon obtaining financing to complete our business plan. Our registered independent public accounting firm has indicated in the audit report for the year ended at April 30, 2012 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.

Liquidity and Capital Resources

Since we are a development stage company, Sunrise has been dependent on its majority owner to provide and seek cash resources to fund its operations. As of April 30, 2012, Sunrise’s deficit accumulated during the development stage was $209,871.

We have provided for our cash requirements to date through financing provided by our president, who had contributed $37 in capital as of April 30, 2009. We also raised $51,300 from a private placement of our securities as of April 30, 2007, and additional $300,000 from another private placement of convertible debt on September 12, 2007. We paid back the principal amount of the convertible debt on February 6, 2008. The President of the Company plans to loan his own money as working capital for the Company. During the fiscal year ended April 2011, the chief executive officer of Sunrise has advanced $3,500 to pay retainer of auditing fee for the annual financial statements ended April 2010, and loaned $10,000 to the company. During the fiscal year ended April 2012, the chief executive officer of Sunrise has advanced $375 to pay the annual list payment to Nevada Secretary of State.

At April 30, 2012, Sunrise had current assets of $1,541 and had $9,057 of net cash used by operations during the year ended April 30, 2012.

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

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

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

Our registered independent public accounting firms have indicated in their audit report for the year ended April 30, 2012 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
 
Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical Accounting Policies
 
None
 
 
-8- 
 
 

 
 

Item 7.      Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 8.      Financial Statements.

The financial statements required by this Item 8 begin with the Index to the Financial Statements which is located prior to the signature page.
 
Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A(T).    Controls and Procedures.

Evaluation of disclosure controls and procedures. As of April 30, 2012, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting
 
Changes in internal controls. During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
 
The material weakness relates to the lack of segregation of duties in financial reporting, as our President/Treasurer performs all accounting functions with no oversight, as our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
 
The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2012. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2012.
  
Item 9B.      Other Information.

None.
  
-9- 
 
 

 
 
 
 PART III

Item 10.      Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

(a)  Identification of Directors and Executive Officers.  The following table sets forth certain information regarding the Company’s directors and executive officers:

Name
 
Age
 
Position
         
Shaojun Sun
 
38
 
Director, Chief Executive Officer, President, Chief Financial Officer and Secretary

All executive officers are elected by the Board of Directors and hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

The following is information on the business experience of each director and officer.

Mr. 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. He received a B.S. degree in computer science and master degree in Business Administration.

Mr. Shaojun Sun spends about 5 hours per week on the business of Sunrise Mining Corporation and approximately 5 hours per week on our business and expects to spend approximately more of his time on our business in the next 12 months.
 
(b)  Significant Employees.

As of the date hereof, the Company has no significant employees.

(c)  Family Relationships.

There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
 
(d)   Involvement in Certain Legal Proceedings.
 
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.
 
Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
 
Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended April 30, 2012 and written representations that no other reports were required, the Company believes that no person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.
 
Code of Ethics
 
The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations
 
-10- 
 
 

 
 

 Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.  The Company intends to continue to search for a qualified individual for hire.

Item 11.      Executive Compensation.

Summary of Cash and Certain Other Compensation

The following sets forth the compensation of the Company's executive officers for the two fiscal years ended April 30, 2012.

Executive Officer Compensation Table
 
The named executive officers received the following compensation from the Company during the fiscal year ended April 30, 2012 and April 30, 2011.

(a)
(b)
   
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(I)
   
(j)
 
Name and Principal Position
Year
   
Salary
   
Bonus
   
Stock
Awards
   
Option Awards
   
Non-Equity Incentive Plan Compensation
   
Change in Pension Value and Nonquali- fied Deferred Compensation Earnings
   
All Other Compensation
   
Total
 
Shaojun Sun (1)
President, Chief Financial Officer and Secretary
   
2012
2011
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
   
$
$
0
0
 

(1)
Mr. Shaojun Sun became the executive officers of the Company in September 2006.

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended April 30, 2012 and 2011.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Director Compensation

We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.

Employment Agreements

The Company is not a party to any employment agreements.

-11- 
 
 

 
 
 
Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth as of April 30, 2012, the number and percentage of the 3,357,830 shares of Common Stock, which according to the information supplied to Sunrise, that are to be beneficially owned by (I) each person who is currently a director of the Sunrise, (ii) each executive officer, (iii) all current directors and executive officers of Sunrise as a group and (iv) each person who, to the knowledge of the Company, is to be the beneficial owner of more than 5% of the outstanding Common of Sunrise. Except as otherwise indicated, the persons named in the table will have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Name and Address
 
Shares Beneficially Owned
 
             Percent Beneficially Owned
 
           
Shaojun Sun
201 W. Garvey Ave, Suite 102-208 Monterey Park, CA 91754
Director, President, Chief Financial Officer and Secretary  
   
2,700,000
 
80.4 
             
All executive officers and directors as a group (1 person)  
   
2,700,000
 
80.4 

The stock transfer agent of Sunrise Global Inc is Island Stock Transfer, 15500 Roosevelt Blvd., Suite 301, Clearwater, FL 33760; telephone number 727-289-0010.
 
 
-12- 
 
 

 

 
Item 13.      Certain Relationships and Related Transactions.

During the fiscal year ended April 30, 2012, the Company does not have any agreements to enter into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.
 

Item 14.      Principal Accounting Fees and Services

The aggregate fees charged by our principal accounting firm, for fees billed for fiscal years ended April 30, 2012, and 2011 are as follows:

Name
 
Audit Fees(1)
   
Audit Related Fees
   
Tax Fees (2)
   
All Other Fees
 
MaloneBailey, LLP for fiscal year ended:
                       
April 30, 2012   
 
$
8,800
   
$
0
   
$
0
   
$
0
 
April 30, 2011   
 
$
9,500
   
$
0
   
$
0
   
$
0
 
___________________________

(1)
Includes audit fees for the annual financial statements of the Company, and review of financial statements included in the Company's Form 10-Q quarterly reports, and fees normally provided in connection with statutory and regulatory filings for those fiscal years

The Company does not currently have an audit committee. As a result, our board of directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

 
-13- 
 
 

 

 
Part IV

Item 15.       Exhibits, Financial Statement Schedules and Report on Form 8-K

(a)(1) Financial Statements

See "Index to Consolidated Financial Statements" set forth on page 18.

(a)(2) Financial Statement Schedules

None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

(a)(3) Exhibits

  Exhibit
 
Description
     
3.1
 
Articles of Incorporation. (Incorporated herein by reference to the Company's Form SB-2, dated May 11, 2007, Exhibit 3.1)
     
3.2
 
Bylaws (Incorporated herein by reference to the Company's Form SB-2, dated May 11, 2007, Exhibit 3.2)
     
31
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 *
     
32
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 *

*           Filed herewith.

Reports on Form 8-K Filed in Fiscal Year 2012

None.
 
 
-14- 
 
 

 

 
SUNRISE GLOBAL INC.
(A Development Stage Company)
 
INDEX TO FINANCIAL STATEMENTS
 
   
Page
 
       
Report of Independent Registered Public Accounting Firm
   
F-1
 
         
Financial Statements:
       
         
Balance Sheets
   
F-2
 
         
Statements of Operations
   
F-3
 
         
Statements of Cash Flows
   
F-4
 
         
Statement of Changes in Stockholders' Equity
   
F-5
 
         
Notes to Financial Statements
   
F-6
 
  
 
-15- 
 
 

 
 
 

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 sheets of Sunrise Global Inc. (a development stage company) (“Sunrise”) as of April 30, 2012 and 2011, and the related statements of operations, cash flows and stockholders’ equity (deficit) for the years ended April 30, 2012 and 2011 and for the period from September 27, 2006 (inception) through April 30, 2012. These financial statements are the responsibility of Sunrise. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Sunrise is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunrise as of April 30, 2012 and 2011, and the results of its operations and its cash flows for the years ended April 30, 2012 and 2011 and for the period from September 27, 2006 (inception) through April 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Sunrise will continue as a going concern. As discussed in Note 2 to the financial statements, Sunrise has minimal operations and has since its inception accumulated a deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
June 14, 2012


F-1
16
 
 

 

 
  SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

   
April 30, 2012
   
April 30, 2011
 
             
             
ASSETS:
           
Current assets:
           
   Cash
 
$
992
   
$
9,674
 
   Prepaid Expenses
   
549
     
549
 
                 
TOTAL ASSETS
 
$
1,541
   
$
10,223
 
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
               
Current liabilities:
               
   Account payable
 
$
1,700
   
$
100
 
   Advance from company officer
   
13,929
     
13,554
 
                 
TOTAL LIABILITIES
   
15,629
     
13,654
 
                 
Stockholders' Deficit:
               
Preferred Stock, $.001par value;  100,000,000 shares authorized,
               
    No share issued and outstanding at April 30, 2012 and April 30, 2011
   
-
     
-
 
Common Stock, $.001 par value; 100,000,000 shares authorized,
               
   3,357,830 issued and outstanding at April 30, 2012 and April 30, 2011
   
3,358
     
3,358
 
Additional paid-in capital
   
192,425
     
192,425
 
Deficit accumulated during the development stage
   
(209,871
)
   
(199,214
)
                 
Total Stockholders' Deficit
   
(14,088
)
   
(3,431)
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
1,541
   
$
10,223
 

 
See the accompany summary of accounting policies and notes to the financial statements.
  
F-2
17
 
 

 
 

SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
 
         
Inception
 
   
For the year ended
   
(September 27, 2006)
 
   
April 30
   
through April 30,
 
   
2012
   
2011
   
2012
 
                   
Total Revenue
 
$
-
   
$
-
   
$
14,886
 
                         
Cost of goods sold
   
-
     
-
     
10,560
 
                         
Selling, General and Administrative:
                       
    Website development costs
   
-
     
-
     
5,000
 
    General and administrative expenses
   
10,657
     
10,859
     
206,875
 
                         
Loss from operations
   
10,657
     
10,859
     
207,549
 
                         
Other Expense:
                       
Interest income net of interest (expense)
   
-
     
-
     
(2,322
)
                         
Net Loss
 
$
(10,657
)
 
$
(10,859
)
 
$
(209,871
)
                         
Net Loss per share - basic and diluted
 
$
(0.00
)
 
$
(0.00
)
   
n/a
 
                         
Weighted  average share outstanding - basic and diluted
   
3,357,830
     
3,357,830
     
n/a
 


See the accompany summary of accounting policies and notes to the financial statements.


F-3
18
 
 

 

  SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASHFLOWS

               
Inception
 
   
For the year ended
   
(September 27, 2006)
 
   
April 30
   
through
 
   
2012
   
2011
   
April 30, 2012
 
                   
Cash Flows from Operating Activities:
                 
Net Loss
 
$
(10,657
)
 
$
(10,859
)
 
$
(209,871
)
Adjustments to reconcile net loss to net cash used in operating activities:
                 
    Stocks issued for services
   
-
     
-
     
135,000
 
    Stocks issued for interest expenses
   
-
     
-
     
9,483
 
    Changes in:
                       
    Prepaid expenses
   
-
     
-
     
(549
)
    Accounts payable
   
1,600
     
(100)
     
1,700
 
    Accrued interest
   
-
     
-
     
-
 
                         
Net Cash Flows Used by Operations
   
(9,057
)
   
(10,959
)
   
(64,237
)
                         
Cash Flows from Financing Activities:
                       
   Advance from company officer
   
375
     
13,500
     
17,695
 
   Proceeds from convertible note payable to related party
   
-
     
-
     
300,000
 
   Payment on related party loan
   
-
     
-
     
(303,766
)
   Proceed from stock for cash
   
-
     
-
     
51,300
 
                         
Net Cash Flows Provided by Financing Activities
   
375
     
13,500
     
65,229
 
                         
Net Increase (Decrease) in Cash
   
(8,682
 )
   
2,541
     
992
 
                         
Cash and cash equivalents - Beginning of period
   
9,674
     
7,133
     
-
 
                         
Cash and cash equivalents - End of period
 
$
992
   
$
9,674
   
$
992
 
                         
SUPPLEMENTARY INFORMATION
                       
   Interest Paid
 
$
-
   
$
-
   
$
-
 
   Taxes Paid
 
$
-
   
$
-
   
$
-
 

  See the accompany summary of accounting policies and notes to the financial statements.

 
 F-4
19
 
 

 
 
 
  SUNRISE GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM SEPTEMBER 27, 2006 (INCEPTION) THROUGH APRIL 30, 2012
 

                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
   
Total
 
   
Common Stock
   
Paid-in
   
Development
   
Stockholders'
 
   
Number of Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
                               
Inception  - September 27, 2006
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                         
Issuance of stock to founder
   
1,500,000
     
1,500
     
8,500
     
-
     
10,000
 
Issuance of stock to consultant for service
   
50,000
     
50
     
4,950
     
-
     
5,000
 
Issuance of stock to investors for cash
   
413,000
     
413
     
40,887
     
-
     
41,300
 
Net loss
   
-
     
-
     
-
     
(5,702
)
   
(5,702
)
Balance - April 30, 2007
   
1,963,000
     
1,963
     
54,337
     
(5,702
)
   
50,598
 
Issuance of stock to consultant for service
   
100,000
     
100
     
9,900
     
-
     
10,000
 
Issuance of stock to company officer
   
1,200,000
     
1,200
     
118,800
     
-
     
120,000
 
Issuance of stock to pay accrued interests
   
94,830
     
95
     
9,388
     
-
     
9,483
 
Net loss
   
-
     
-
     
-
     
(163,465
)
   
(163,465
)
Balance - April 30, 2008
   
3,357,830
     
3,358
     
192,425
     
(169,167.25
)
   
26,616
 
Net loss
   
-
     
-
     
-
     
(9,429
)
   
(9,429
)
Balance - April 30, 2009
   
3,357,830
     
3,358
     
192,425
     
(178,596.38
)
   
17,187
 
Net loss
   
-
     
-
     
-
     
(9,759
)
   
(9,759
)
Balance - April 30, 2010
   
3,357,830
     
3,358
     
192,425
     
(188,355
)
   
7,428
 
Net loss
   
-
     
-
     
-
     
(10,859
)
   
(10,859
)
Balance - April 30, 2011
   
3,357,830
   
$
3,358
   
$
192,425
   
$
(199,214
)
 
$
(3,431
)
Net loss
   
-
     
-
     
-
     
(10,657
)
   
(10,657
)
Balance - April 30, 2012
   
3,357,830
   
$
3,358
   
$
192,425
   
$
(209,871
)
 
$
(14,088
)


See the accompany summary of accounting policies and notes to the financial statements.
 
 
F-5
20
 
 

 

 
SUNRISE GLOBAL INC.
(A Development Stage Company)
Notes to Financial Statements
 
 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of business

Sunrise Global, Inc (“we”, “our” or “Sunrise”) was incorporated in the state of Nevada on September 27, 2006. Sunrise was formed to sell recycled industrial waste material to customers in China. The main operations and services of Sunrise are hoped to include the acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers and the resale of such material to customers in China.  The Company complies with Statement of Financial Accounting Standard ASC 915-15 for its characterization of the Company as development stage.


Use of Estimates

In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statements of operations. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, Sunrise considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2012 and 2011, cash only consisted of monies held in checking accounts and CD accounts.

Revenue Recognition

Revenue is recognized when goods are shipped to the customer. Sunrise considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Goods are sold “as is” and are not returnable.

Income taxes

Sunrise recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Sunrise provides a valuation allowance for deferred tax assets for which it does not consider realization to be more likely than not.
 
Sunrise's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.

Fair Value of Financial Instruments

Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates.  No adjustments have been made in the current period.

Stock Based Compensation
 
Sunrise accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC 718, Share-Based Payments and Staff Accounting Bulletin No. 107, Share-Based Payments.  The company accounts for the stock options issued to non-employees in accordance with the provisions of  ASC 718, Accounting for Stock-Based Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments with Variable Terms That Are Issued for Consideration other Than Employee Services under ASC 718 and ASC 550.

The Company did not grant any stock options during the period from inception (September 27, 2006) through April 30, 2012.
 
F-6
21
 
 

 
 

Net Loss Per Share Data

Basic and diluted net loss per common share are presented in conformity with the ASC 260, “Earnings Per Share”. Diluted net loss per share is the same as basic net loss per share as the inclusion of outstanding options and warrants until their exercise would be anti-dilutive.  Basic net income per share is computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding during the year (denominator).  Diluted net income per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the year. For the years ended at April 30, 2012 and 2011, Sunrise had no dilutive potential common shares.
 
Recently issued accounting pronouncements

Sunrise does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Sunrise’s results of operations, financial position or cash flow.      

NOTE 2 - GOING CONCERN
 
Since its inception, Sunrise has incurred losses and has been dependent on its current cash and cash advanced by its majority owner to fund its operations. As of April 30, 2012, Sunrise has an accumulated deficit. The ability of Sunrise to emerge from the development stage with respect to its planned principal business activity is dependent upon its success in raising additional equity financing and attaining profitable operations. Management plans to seek additional capital through private placements and public offerings of its common stock. There is no guarantee that Sunrise will be able to complete any of the above objectives. These factors raise substantial doubt regarding Sunrise's ability to continue as a going concern.

NOTE 3 - INCOME TAXES

Sunrise uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception on September 27, 2006 to April 30, 2012, Sunrise incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $64,000 at April 30, 2012, and expires beginning in 2028.
 
Deferred tax assets consisted of the following:
 
   
   
April 30, 2012
   
April 30, 2011
 
Deferred tax assets
  $ 22,234     $ 18,610  
Less: valuation allowance
    (22,234 )     (18,610 )
Net deferred tax asset
  $ -     $ -  
 

NOTE 4 – Common Stock

On November 02, 2006, Sunrise issued 1,500,000 common founder shares to its chief executive officer for $10,000 cash.

On December 02, 2006, Sunrise issued 50,000 common shares to pay for the website development costs valued at $5,000.

From January 2007 to May 2007, Sunrise issued 413,000, common shares to raise $41,300 from a private placement of securities.

On October 19, 2007, Sunrise issued 100,000 common shares valued at $0.10 per share for services to Island Stock Transfer, for account setup and stock transfer services.

On February 06, 2008, Sunrise issued 94,830 common shares to pay for accrued interest on note payable as of January 31, 2008 totaling $9,483.

On March 26, 2008, Sunrise issued 1,200,000 common shares to as stock award to its president for his services in 2008 valued at $120,000.

F-7
22
 
 

 
 

NOTE 5 - RELATED PARTY TRANSACTIONS

Sunrise neither owns nor leases any real or personal property. Sunrise’s principal office is in the office of our president pursuant to a verbal agreement on a rent-free month-to-month basis. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers / directors are involved in other business activities and may, in the future, become involved in other business opportunities that become available; such persons may face a conflict in selecting between Sunrise and their other business interests. Sunrise has not formulated a policy for the resolution of such conflicts.

On September 12, 2007, Sunrise borrowed $300,000 under a convertible promissory note payable to a Sunrise’s president’s brother maturing December 31, 2008 with interest payable at the rate of 8% per annum commencing on September 12, 2007. The principal amount of the Note, in multiples of $50,000, can be converted into shares of Sunrise’s common stock at a conversion price of $0.10 per share. These shares have piggy-back rights for registration. Sunrise evaluated the conversion option under ASC 815and ASC 815-15 for consideration of derivative accounting and concluded the conversion option did not qualify for derivative accounting. Sunrise also evaluated the conversion option under ASC 470-20 for consideration of beneficial conversion feature and concluded the conversion option did not contain a beneficial conversion feature.

On February 6, 2008, Sunrise paid back Sunrise’s president’s brother the principal amount of $300,000 for the convertible note payable. Accrued interest totaling $9,483 as of January 31, 2008 was converted into Sunrise’s common stock at a conversion price of $0.10 per share. Accrued interest on note payable from February 1, 2008 to February 6, 2008 totaling $339 will be paid back with cash.

Since inception on September 27, 2006 to April 30, 2008, the chief executive officer of Sunrise has advanced $3,766 to pay expenses incurred by the Company. These advances are unsecured, non-interest bearing and have no fixed terms of repayment. They were repaid in fiscal 2009.

During the fiscal year ended April 30, 2008, the Company issued 1,200,000 shares of its Restricted Common Stock to its president as compensation for his services for the Company valued at $120,000.

During the fiscal year ended April 30, 2010, the Company paid back Sunrise’s president’s brother the accrued interest on note payable from February 1, 2008 to February 6, 2010 with an amount of $339.

During the fiscal year ended April 2011, the chief executive officer of Sunrise has advanced $3,500 to pay retainer of auditing fee for the annual financial statements ended April 2010, and loaned $10,000 to the company. These advances and loan are unsecured, non-interest bearing and have no fixed terms of repayment.  At April 30, 2011, a total of $13,554 was due to the chief executive officer of Sunrise.

During the fiscal year ended April 2012, the chief executive officer of Sunrise has advanced $375 to pay the annual list payment to Nevada Secretary of State. This advance is unsecured, non-interest bearing and have no fixed terms of repayment. At April 30, 2012, a total of $13,929 was due to the chief executive officer of Sunrise.
 

F-8
23
 
 

 
 

  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
 
SUNRISE GLOBAL INC.
     
Dated: June 14, 2012
By:
/s/ Shaojun Sun
   
Shaojun Sun, Chief Executive Officer and President
     
 
     
Dated: June 14, 2012
By:
/s/ Shaojun Sun
   
Shaojun Sun, Director
     
 
 
24
 
 

 



PINX:SGBL Annual Report 10-K Filling

PINX:SGBL Stock - Get Annual Report SEC Filing of PINX:SGBL stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

Content Partners
PINX:SGBL Annual Report 10-K Filing - 4/30/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices |  Most Recent Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: PINX:SGBI Sangui Biotech International Inc Quarterly Report 10-Q Filing - 3/31/2012  |  Next: PINX:SGBL Quarterly Report 10-Q Filing - 1/31/2012