GLOBAL SUNRISE, Inc. (Form: SB-2, Received: 09/01/2006 16:32:46)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLOBAL SUNRISE, Inc.

(Exact name of Registrant as specified in its charter)

COLORADO 1000 20-3281304

------------- --------------------------- ----------------

(State or other Standard Industrial IRS Employer

jurisdiction of Classification Identification

incorporation or Number

organization)

Global Sunrise, Inc.

1628 Second Avenue, Apt. 2C, New York, NY 10028

(Name and address of principal executive offices) (Zip Code)

Brant Hodyno, President Joseph I Emas, Esquire

Global Sunrise, Inc. Attorney at Law

1628 Second Avenue, Apt. 2C 1224 Washington Avenue

New York, NY 10028 Miami Beach Florida 33139

718.909.5080 305.531.1174

646.415.9093 FAX 305.531.1274 FAX

(Name, address and telephone number of agent for service)

Approximate date 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. |__|

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. |__|

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. |__|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following.

|__|

CALCULATION OF REGISTRATION FEE

TITLE OF EACH	AMOUNT TO BE	PROPOSED	PROPOSED	AMOUNT OF
CLASS OF	REGISTERED	MAXIUM	MAXIMUM	REGISTRATION
SECURITIES TO		OFFERING	AGGREGATE	FEE (2)
BE		PRICE PER	OFFERING
REGISTERED		SHARE (1)	PRICE (2)

Common Stock	5,200,000	$0.03	$156,000	$ 18.36

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price our common stock was sold to our shareholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.

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.

SUBJECT TO COMPLETION, _________, 2006

PROSPECTUS

GLOBAL SUNRISE, INC.

5,200,000 SHARES COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange.

The purchase of the securities offered through this prospectus involves a high degree of risk.

SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 6-8

The information in this prospectus is not complete and may be changed. We may not sell these securities 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 .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is: __________, 2006

Table of Contents

		Page

Summary		1
Risk Factors		2
Use of Proceeds		6
Determination of Offering Price		6
Dilution		7
Selling Security holders		7
Plan of Distribution		9
Legal Proceedings		11
Directors, Executive Officers, Promoters and Control Persons		12
Security Ownership of Certain Beneficial Owners and Management		13
Description of Securities		13
Interest of Named Experts and Counsel		15
Disclosure of Commission Position of Indemnification for Securities Act Liabilities		15
Organization Within Last Five Years		15
Description of Business		15
Description of Property		16
Compliance with Government Regulation		22
Plan of Operations		24
Certain Relationships and Related Transactions		25
Market for Common Equity and Related Stockholder Matters		25
Executive Compensation		27
Financial Statements		29
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		38

Summary

Prospective investors are urged to read this prospectus in its entirety.

We are in the business of mineral property exploration. To date, we have only conducted initial exploration on our sole exploration property, Sunrise Claims, KR L3019641, KRL 3019644 and KRL 3019645 located in the Red Lake Mining District of northwestern Ontario, southeast of the world famous Red Lake gold mining camp, whose history dates back to 1897. Our claims are also situated at the southwest end what is known as the Confederation Lakes area, which has seen base metal exploration since the 1950’s.

We are an exploration stage company with limited prior business operations and no revenues. Our objective is to conduct mineral exploration activities on the Sunrise claims in order to assess whether it possesses economic reserves of gold, silver or base metals. We have not yet identified any economic mineralization on the Sunrise claims. Our proposed exploration program is designed to search for an economic mineral deposit. Because of our limited operating history, you may not have adequate information on which you can base an evaluation of our business and prospects.

We were incorporated on May 6, 2005, under the laws of the state of Colorado. Our principal offices are located at 1628 Second Avenue, Apt. 2C, New York, NY 10028.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern. The notes to our financial statements include an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The reason cited in the notes as raising substantial doubt as to our ability to continue as a going concern is that we do not have sufficient working capital to fund our operations. Our ability to continue as a going concern is contingent upon our ability to attain profitable operations by securing financing and implementing our business plan. We are currently a development stage company with limited active business operations, no revenues and no significant assets.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

The Offering :

Securities Being Offered	Up to 5,200,000 shares of common stock.

The Offering	The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.

Terms of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

Securities Issued and to be Issued		5,200,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.

Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Summary Financial Information

Balance Sheet

June 30, 2006

Cash	$	35,940
Total Assets	$	35,940
Liabilities	$	15,000
Total Stockholders’ Equity	$	20,940

Statement of Operations

From Incorporation on
May 6, 2005 to June 30, 2006

Revenue	$	0
Net Loss and Deficit	$	(17,560	)

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended exploration of the Sunrise claim and therefore we will need to obtain additional financing in order to complete our business plan. We recently commenced operations and we have no income. As well, we will not receive any funds from this registration.

Our business plan calls for significant expenses in connection with the exploration of the Sunrise claims. While we have sufficient funds to conduct the recommended phase one exploration program on our claims, which is estimated to cost $40,000, we will need additional funds to complete the phase two and phase three programs, which is estimated to cost up to$200,000, depending on the evaluation and recommendations from phase one. Even after completing these three phases of exploration, we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and may not be able to find such financing when it is required. In the event that we do not obtain additional financing or generate revenues, we will be unable to continue with our exploration program and may have to cease operations entirely.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have only recently commenced exploration on the Sunrise claims. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on May 6, 2005 and to date have been involved primarily in organizational activities and the acquisition of the Sunrise claims. We have not earned any revenues as of the date of this prospectus. Currently we have a deficit of $17,560. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Sunrise claims and the production of minerals from the claim, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals in Ontario carries an extreme risk. The likelihood of our mineral claims containing economic mineralization or reserves of silver and gold is extremely remote. No scientific evidence exists to cause optimism as to the Sunrise claim containing valuable minerals. In all probability, the Sunrise claim does not contain any reserves and funds that we spend on exploration will be lost. As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Accordingly, even if the Sunrise property contains valuable minerals, there is a chance that we would be unable to extract them. Even if were able to extract them, it is possible due to the rock and soil types native to Ontario that we would be unable to do so profitably. In such cases, we would be unable to complete our business plan.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The report of our independent accountant to our audited financial statements for the period ended June 30, 2006 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are that we have no source of revenue and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE SUNRISE CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Sunrise claim does not contain any known bodies of commercially viable mineralization. If our exploration programs are successful in establishing copper, silver and gold of commercial tonnage and grade, we will require additional funds in order to place the Sunrise claims into commercial production. We may not be able to obtain such financing.

THE GOLD AND SILVER MARKETS ARE VOLATILE MARKETS THAT HAVE A DIRECT IMPACT ON OUR POTENTIAL REVENUES AND PROFITS AND THE MARKET CONDITIONS WILL EFFECT WHETHER WE WILL BE ABLE TO CONTINUE ITS OPERATIONS.

The current price of an ounce of gold is approximately $647 and the current price of an ounce of silver is approximately $11.74. In order to maintain operations, we will have to sell our gold and silver for more than it costs to mine it. The lower the price the more difficult it is to do this. If we cannot make a profit we will have to cease operations until the price of gold increases or cease operations all together. Because the cost to mine the gold is fixed, the lower the market price of gold, the greater the chance that our operation will not be profitable and we will have to cease operations.

In recent decades, there have been periods of both worldwide overproduction and underproduction of certain mineral resources. Such conditions have resulted in periods of excess supply and reduced demand for these minerals on a worldwide basis and on a domestic basis. These periods have been followed by periods of short supply of, and increased demand for these mineral products. The excess or short supply of mineral products has placed pressures on prices and has resulted in dramatic price fluctuations even during relatively short periods of seasonal market demand.

The mining exploration and development industry may be sensitive to any general downturn in the overall economy or currencies of the countries to which the product is produced or marketed. Substantial adverse or ongoing economic, currency, government or political conditions in various world markets may have a negative impact on Global Sunrise, Inc.’s ability to operate profitably.

DUE TO THE ADVERSE WEATHER CONDITIONS IN WINTER ASSOCIATED WITH THIS AREA OF ONTARIO, WE MAY AT TIMES HAVE TO SUSPEND OUR OPERATIONS. SUCH WEATHER CONDITIONS, IN COMBINATION WITH THE OTHER VARIOUS RISKS ASSOCIATED WITH MINING, COULD ALSO RESULT IN VARIOUS INJURIES/EXPOSURE TO OUR EMPLOYEES, WHICH MAY RESULT IN LIABILITY.

The region in which the Sunrise claims is located has significant snowfall in the winter months and there is always the threat of very heavy snowfall. Due to the weather conditions during the winter months we may have to suspend our operations. These working conditions may cause injuries, which could result in potential lawsuits and/or compensation claims. In addition, we may become subject to liability for such hazards independent of the weather associated with this region, including pollution, cave-ins and other hazards against which we either cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Brant Hodyno intends to devote his time as needed, on the affairs of Global Sunrise in his capacity of President, CEO, Treasurer and Principal Accounting Officer. Our Secretary, Peter Hodyno will supply his services as needed. While both Brant and Peter Hodyno presently possess adequate time to attend to our interests, it is possible that the demands on their time and efforts along with their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.

BECAUSE MANAGEMENT HAS NO EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGH RISK OF FAILURE.

Our directors do not have any technical training in the field of geology and specifically in the areas of exploration, development and operating a mine. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. Their decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, Global Sunrise, Inc. broker-dealers will refuse to attempt to sell penny stock.

Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. Additionally, other factors involved in determining an offering price were due to speculative nature of the company and the price investors were willing to pay.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Security Holders

The selling shareholders named in this prospectus are offering all of the 4,700,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Section 4 (2) and Regulation S of the Securities Act of 1933. The shares include the following:

3,300,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Section 4 (2) of the Securities Act of 1933 and was completed on October 15, 2005 and May 31, 2006.

400,000 shares of our common stock that were issued May 31, 2006 in reliance on the exemption provided by Regulation S of the Act; and

500,000 shares of our common stock that were issued as partial payment for the Sunrise Claims. These shares were issued in reliance of the exemption provided by Regulation S of the Act.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. the number of shares owned by each prior to this offering;

2. the total number of shares that are to be offered for each;

3. the total number of shares that will be owned by each upon completion of the offering; and

the percentage owned by each upon completion of the offering.

Name of Selling Shareholder		Number of Shares Owned Prior to this Offering		Number of Shares to be Offered for Selling Shareholder’s Account		Shares to be Owned on Completion of this Offering	Percentage of Shares Owned on Completion of this offering
	Daniel McLaughlin		100,000	100,000	-0-		-0-

	Robert Kirwin		100,000	100,000	-0-		-0-

	Keith F. Edmonson		100,000	100,000	-0-		-0-

	Fab DeRosa, Jr.		100,000	100,000	-0-		-0-

	Janine Falanga		100,000	100,000	-0-		-0-

	Camille M. Colletti		100,000	100,000	-0-		-0-

	Michael A. Colletti		100,000	100,000	-0-		-0-

	Michael Wallace		100,000	100,000	-0-		-0-

	Benjamin Keating		100,000	100,000	-0-		-0-

	Robert Kirwin		100,000	100,000	-0-		-0-

	Noel Digeralamo		100,000	100,000	-0--		-0-

	Thomas Muratore		100,000	100,000	-0-		-0-

	John D. Chamberlain		100,000	100,000	-0-		-0-

	William King		100,000	100,000	-0-		-0-

	Patricia King		100,000	100,000	-0-		-0-

	Rosemary Wallace		100,000	100,000	-0-		-0-

	Kathryn Tricarico		100,000	100,000	-0-		-0-

	William Tricarico		100,000	100,000	-0-		-0-

	Philip Carter		100,000	100,000	-0-		-0-

	Theresa Donzelli		100,000	100,000	-0-		-0-

	Scott M. Frayler		100,000	100,000	-0-		-0-

	Brian S. Smetna		100,000	100,000	-0-		-0-

	Sarah R. Smetna		100,000	100,000	-0-		-0-

	Michelle Kallas		100,000	100,000	-0-		-0-

	James Kallas		100,000	100,000	-0-		-0-

	Mark Weed		50,000	50,000	-0-		-0-

	Cynthia L. Weed		50,000	50,000	-0-		-0-

	Patricia L. Weed		50,000	50,000	-0-		-0-

	Mary E. Paddon		50,000	50,000	-0-		-0-

	Timothy Wong		100,000	100,000	-0-		-0-

	David S. Hart		50,000	50,000	-0-		-0-

	Linda Siegel		50,000	50,000	-0-		-0-

	Hank Olson		50,000	50,000	-0-		-0-

	Andrew J. Cleminson		50,000	50,000	-0-		-0-

	Stephen Mitchell		50,000	50,000	-0-		-0-

	Clive Benjafield		50,000	50,000	-0-		-0-

	Allan S. Kaplan		100,000	100,000	-0-		-0-

	Rebecca Kerster		100,000	100,000	-0-		-0-

	Bruce J. Kerster		100,000	100,000	-0-		-0-

	Kennedy Kerster		100,000	100,000	-0-		-0-

	Peter Hodyno FBO Francis McKenna (aged 5) UGTMA		100,000	100,000	-0-		-0-

	Peter Hodyno FBO Kirsten McKenna (aged 3) UGTMA		100,000	100,000	-0-		-0-

	Donald Murdock		500,000	500,000	-0-		-0-

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 5,200,000 shares of common stock outstanding on the date of this prospectus.

Other than as described above, none of the selling shareholders:

(1) has had a material relationship with us other than as a shareholder at any time within the past three years; or

(2) has ever been one of our officers or directors.

Plan of Distribution

The selling shareholders of Global Sunrise, Inc. may sell a portion or all of their common stock in one or more transactions, including block transactions.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system. In order to be quoted on the OTC Bulletin Board, we must engage a market maker to submit the application and necessary with the with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board. We anticipate that a market maker will apply to have our common stock traded on the OTC Bulletin Board. However, as of the date of this prospectus, we have not engaged a market maker to apply for a quotation on the OTC Bulletin Board and there can be no assurance that a market maker will agree to file the necessary documents, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. We have been advised that the process of having our shares quoted on the OTCBB normally takes around three months from the date the application is submitted to the NASD. In the absence of a trading market, an investor may be unable to liquidate their investment.

The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board. If we are successful in having our shares traded on the OTC Bulletin Board, the selling stockholders will be able to sell the shares offered by this prospectus in one or more transactions at prevailing market prices or privately negotiated prices. There is no guarantee, however, that our shares will be quoted on this stock exchange.

We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors, the price they were willing to pay and the speculative nature of the Company. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock. These are estimated to be $28,514.83. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and, among other things:

	1.	Not engage in any stabilization activities in connection with our common stock;

	2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

	3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:

with bid and offer quotations for the penny stock;

details of the compensation of the broker-dealer and its salesperson in the transaction;

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Colorado is 150 Elm Street, Denver, CO 80220.

Directors, Executive Officers, Promoters and Control Persons

Our executive officers and directors and their age as of the date of this prospectus is as follows:

Directors:

Name of Director
Brant Hodyno	Age 36

Peter Hodyno	Age 28

Executive Officers:

Name of Officer		Office
Brant J. Hodyno	Age 38	President, Treasurer, Chief Operating Officer and Chief Accounting Officer

Peter Hodyno		Secretary

Biographical Information

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Brant J. Hodyno became our President and Treasurer on May 5, 2005. Mr. Hodyno graduated from St. Johns University Law School (Cum Laude) after completing his undergraduate degree at SUNY, Oswego, NY. He received his L.L.M. degree from the University of Miami. He currently practices law in New York.

Prior to attending law school Mr. Hodyno was active in the hospitality industry holding several management positions in both the US and Mexico.

Mr. Hodyno is completely fluent in written and spoken Spanish.

Peter Hodyno became the Secretary of Global Sunrise, Inc. on May 5, 2005.

May 2003 to Present – Vice President Sales, Magnum Electronics, a large electronic component exchange firm.

September 1999- May 2003 – Sales and Marketing Allstate Insurance.

Septermber 1995 – May 1999, St. Michael’s college, Winooski Park, Vermont

Mr. Hodyno is a resident of Long Island New York and is a committeeman in the New York State Independence Party.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officer and director described above.

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

		Amount of
Title of Class	Name and address of beneficial owner	beneficial	Percent of
		ownership	class
Common stock	Brant J. Hodyno	500,000	09.62

Common Stock	Peter Hodyno	500,000	09.62

Donald Murdock	Donald Murdock	500,000	09.62

Common stock	All officers and directors as a group that consists of one person	1,000,000	19.24

The percent of class is based on 5,200,000 shares of common stock issued and outstanding as of the date of this prospectus.

Description of Securities

General

Our authorized capital stock consists of shares 100,000,000 of common stock at a par value of $0.001 per share and 10,000,000 shares of preferred stock at a par value of $0.001 per share.

Common Stock

As of August 25, 2006 there were 5,200,000 shares of our common stock issued and outstanding held by forty- five (45) stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or corporate wind up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We have authorized 10,000,000 shares of preferred stock at a par value of $0.001 per share. As of October 31, 2005 we have no shares of preferred stock issued and outstanding at this time.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Joseph I. Emas, Attorney at Law, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and registration statement have been audited by Madsen and Associates, Certified Public Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our directors and officers are indemnified as provided by the Colorado Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position. The directors may also cause us to indemnify an officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Organization within Last Five Years

We were incorporated on May 6, 2005 under the laws of the state of Colorado. On that date, Brant J. Hodyno and Peter Hodyno were appointed as our officers and directors. Mr. Brant Hodyno was appointed as our President and Chief Executive Officer, Chief Financial Officer and Treasurer. Mr. Peter Hodyno was appointed Secretary.’

Description of Business

In General

We are an exploration stage company. We are engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover. We own a 100% interest in three mineral claims, comprising of 32 claim units known as the Sunrise claims. There is no assurance that a commercially viable mineral deposit exists on the Sunrise claims.

Mineral property exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. We have not commenced the initial phase of exploration on the Sunrise claims. Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make these decisions based upon the recommendations of the independent geologist who oversees the program and records the results.

Plan of Operation

Our plan of operation is to conduct exploration work on the Sunrise claims in order to ascertain whether it possesses economic quantities of copper, zinc, silver and gold. There can be no assurance that an economic mineral deposit exists on the Sunrise claims until appropriate exploration work is completed.

Even if we complete our proposed exploration programs on the Sunrise claims and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit. Our management has determined that additional funding for succeeding phases will be available either by private investors or joint venture partners if results from initial phases of our program indicate that further exploration and/or development work is indicated. We had made no approaches or have held no conversations with any potential investor(s) or joint venture partners.

Sunrise claims Purchase Agreement

On September 15, 2005, we entered into a mineral purchase and sale agreement with Donald Murdock of Calgary, Alberta whereby he sold to us a 100% undivided right title and interest in three mineral claims, comprising 32 claim units located in the Red Lake Mining District of The Province of Ontario. We acquired this interest in the mineral claims that we have named the Sunrise Claims by paying $15,000 to Mr. Murdock and issuing him 500,000 shares of our common stock.

Description, Location and Access

The claims are situated in the Red Lake Mining District, northwestern Ontario, 40 km southeast of Red Lake (Figures 1 and 2). Claims KRL 3019644 and KRL 3019645 are contiguous claims 11 km northeast of Highway 105, the Red Lake Highway connecting the Red Lake district to the Trans Canada Highway near Vermillion Bay some 110 km to the south, between Dryden and Kenora. The southwest corner of claim KRL 3019641 lies within a few hundred meters of the of Red Lake (Figures 1 and 2). Claims KRL 3019644 and KRL 3019645 are contiguous claims 11 km northeast of Highway 105, the Red Lake Highway connecting the Red Lake district to the Trans Canada Highway near Vermillion Bay some 110 km to the south, between Dryden and Kenora. The southwest corner of claim KRL 3019641 lies within a few hundred meters of the highway. A secondary road passes immediately west of the latter claim. Status of road access to the former group is unknown to the author however there is likely some form of access as a result of logging activities in the area. Both areas can be reached year round. The property totals 508 hectares and is centered on 50 ⁰ 55’ N Latitude and 93 ⁰ 24’ W Longitude.

[SB2002.GIF]

Figure 1 – Location within Canada

[SB2004.GIF]

Figure 2 – Location of Claims in relation to adjacent activity

CLAIM NUMBER	UNITS	EXPIRY DATE	WORK REQUIREMENT

KRL 3019641	15	May 20, 2007	$6,000
KRL 3019644	9	May 20, 2007	$3,600
KRL 3019624	8	May 20, 2007	$3,200

Physiography and Climate

Relief on the claims is generally subdued, with scarce outcrop, generally covered with up to 20 m of glacial till. Local relief is between 5 and 40 m, usually resulting from glacial deposits such as eskers; where outcrop does exist ridges up to 30 m in height have formed. Drainage patterns trend south and southwest, direction of the last glacial movement in the area. Winters are typically cold, with temperatures down to – 45 ⁰ C with moderate snowfall, and warm summers up to 35 ⁰ C.

Ridges are generally covered by black spruce, jack pine, poplar and aspen while the flatter and boggy areas feature sparse spruce, tamarack and sphagnum mosses, with alders in narrow streams. Active logging provides excellent access and in un-logged areas deadfall from the vegetation covers outcrops.

We have no equipment on our claims nor do we have access to power other than portable generators. Work, requiring equipment for trenching, drilling, etc., will be contracted out.

Should our future exploration efforts indicate the need for a permanent infrastructure on our

Claims wired power is easily accessible. Our claims straddle Ontario Highway 105 which not only provides us with year-round access but has power lines following its route.

Records of the Ontario Ministry of Mines indicate the following information with respect to the subject claims.

Title to the Sunrise claims

A “mineral claim” refers to a specific section of land over which a titleholder owns rights to explore the ground and subsurface, and extract minerals. The Sunrise claims consist of three unpatented lode mineral claims, comprised of 32 claim units, measuring 421.692 hectares of land. Title to the Sunrise claims is registered and held in trust by Gary Schellenberg, president of Coast Mountain Geological, Ltd. our geological consultants.

The Sunrise mineral claim was recorded on May 21, 2005 and will expire on May 20, 2007.

The conditions to be met to keep the mineral claim in good standing is to pay, prior to the expiration date, an initial maintenance fee of Cdn $12,800 (US $ 11,250) to the Province of Ontario. The same minimum maintenance fee is payable annually on or before May 20 of each year after 2007 if no exploration work is done. However, the claim may also be kept in good standing by recording with the Province of Ontario any work program that may be undertaken by us on the property. For instance if we spend the recommended US $ 40,000 on phase 1 of our exploration program these expenditures would cover our obligations to the province for nearly four years through May 20, 2011.

Mineralization

Regional Geology

The Red Lake camp, in general terms, is underlain by Archean greenstone belts consisting of a thick accumulation of tholeiitic to komatiitic, mafic to ultramafic volcanic rocks (Figure 3). Past and present producing mines occur within and near the stratigraphic top of the tholeiitic sequence. Their location and that of other known mineralization defines an extensive area of highly altered rock which also appears to be situated within and near the top of the tholeiitic sequence. The predominantly tholeiitic sequence includes an accumulation of clastic and chemical sedimentary rocks to the southeast and a series of stratiform mafic to ultramafic intrusions in the northwest. The assemblage as a whole is bounded to the east by a large granitic batholith and on the west by a granodiorite intrusion known as the Dome Stock. Although the vast majority of gold production has come from the volcanic rocks, there are examples of deposits developed in granitic rocks similar to those in the Red Lake area.

Key elements of lode gold deposits in Red Lake, as identified in the known deposits, include:

occurrence within the older Mesoarchean (older than 2.8 Ma) Balmer Assemblage

localized along discreet structures

occurs in proximity to belt scale unconformity separating Neo and Mesoarchean rocks – applies to late granitic rocks that have intruded near this unconformity

associated with large areas of ferroan–dolomite alteration (particularly evident in the mafic rocks but may be more subtle in the felsic rocks)

grade appears to be related to contacts between tholeiitic and komatiitic basalts

silicification as extension and fault-filled veins, breccia veins and open space filling associated with gold (arsenopyrite and other sulphides typically associated with silicious gold mineralization)

The potential does exist for gold to be found in younger assemblages as is the case in the Rice Lake belt 100 km to the west of Red Lake.

Alteration is dominated by silicification, seritization and carbonatization, with silicification being the least common and perhaps more erratic. It results in significant bleaching and hardening of the rock, occurring as pervasive addition of quartz to the rock and the generation of numerous quartz veins. Sericitization appears largely lithologically controlled, mostly in felsic rock types although certain parts of pillow basalts can be affected. Ultramafic rocks, while moderately to highly serpentinized outside high alteration zones, exhibit extensively carbonatized and talcose ( + fuchsite) shear zones occurring within and along intrusive body contacts. The most characteristic alteration is intense, relatively pervasive iron-carbomatization in intense stringer systems, massive carbonate veins and pervasive addition of carbonate to massive rock. It appears to coincide with intense fracturing and small scale faulting of the altered rock.

While our claims fall in the general area that has produced many successful gold mines presently and in the past, our research has indicated that narrowed down to our particular location, the southwest end of the Confederation Lake area, we will be primarily exploring for sulphide deposits near the surface that, in some cases, have indicated massive deposits that are commercially viable producers of copper, zinc and silver.

Exploration History

While it is possible that some exploration work has been done on part or all of our claims sometime in the past, we have not been able too locate any reports or other historical data regarding our specific property. As a result, we are treating our claims as if they have been unexplored and without known reserves.

The property, according to published regional mapping, appears to be underlain primarily by intermediate volcanic rocks and related fragmentals in contact with amphibolites occupying the

northernmost part of the property. A review of available exploration data from public and private sources, in conjunction with the proposed work program, will be required.

Geological Report

The Sunrise claims are the subject of a geological report prepared by B. Dewonck, P. Geo., dated September 15, 2005. The following description of the FirstCorp claims is summarized from Mr. Dewonck’s report.

There is no relationship between Mr. Dewonck and Global Sunrise, Inc., our officers, our directors or our affiliates.

Mr. Dewonck relates that our claims are situated in an area of historically and currently productive, high grade gold deposits hosted in Archean greenstones of the Red Lake gold camp. The claims are proximal to the Confederation Lakes-Birch Lake belt, which hosts a number of copper-zinc occurrences and deposits.

A budget of USD$40,000 is proposed for this work, which in addition to the data compilation should include field work to identify and map any outcrop with particular attention being paid to alteration and structural features, regardless of rock type. A reconnaissance scale Horizontal Loop Electromagnetic (HLEM)/magnetic survey across the entire claim area will serve to identify any major geological units and potential conductors not previously identified. The results of this program will then determine if a more comprehensive grid controlled field program of mapping, geophysical surveying and possibly till sampling is warranted.

Phase 1

Geologist

$ 7,000

Grid emplacement

8,000

GPS Survey

5,000

HLEM/Magnetometer Survey *

20,000

TOTAL

$40,000

Phase 2

Geologist

$ 5,000

Sampling areas of interest

8,000

Trenching

8,000

Assays

2,000

Shallow and intermediated drilling

27,000

TOTAL

$ 50,000

* Magnetometer surveys involve searching for changes in the magnetic field over property areas. Magnetic anomalies may be a result of accumulations of certain magnetic rocks such as phrhotite, hematite and magnetite. These rock types are often found alongside base metals such as copper, zinc and nickel, or precious metals such as gold and silver.

Compliance with Government Regulation

We will secure all necessary permits for exploration and, if mine development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We will have to sustain the cost of reclamation and environmental mediation for all exploration work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

	-	Water discharge will have to meet water standards;
	-	Dust generation will have to be minimal or otherwise re- mediated;
	-	Dumping of material on the surface will have to be re- contoured and re-vegetated;
	-	An assessment of all material to be left on the surface will need to be environmentally benign;
	-	Ground water will have to be monitored for any potential contaminants;
	-	The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re- mediated; and,
	--	There will have to be an impact report of the work on the local fauna and flora.

Exploration drilling, when the decision to do so is made, cannot occur without permission of the Ontario Ministry of Energy and Mines. The permit required is a "Notice of Intent" which fully describes the intended program including location of drill sites, proposed access roads, type of equipment to be used, duration, reclamation plan, etc. A Notice of Intent will be submitted for approval, staff will then schedule a field visit with a company representative may call for adjustments in, say, access or location of drill sites or may approve the plan as is. The Province of Ontario may call upon wildlife, biology and other experts as needed to mitigate any expected impact. Before any physical disturbance may occur, they will determine the amount and require a reclamation bond. Only after these steps are completed will a permit for exploration drilling be issued. It typically requires approximately 90 days to acquire drilling permits. We intend to begin the process of applying for drilling permits following the completion of our phase three exploration program.

Competition

Despite competition amongst mineral producers, there is a strong market for any silver, zinc or copper that may be removed from the Sunrise claims. While it is unlikely that we will discover a mineral deposit on the property, if we do, the value of the property will be influenced by the market price for gold, silver, zinc or copper. These prices, to Global Sunrise, Inc. degree, are influenced by the amount of gold, silver, zinc and lead sold by advanced mineral companies.

In the mineral exploration sector, our competitive position is insignificant. There are numerous mineral exploration companies with substantially more capital and resources that are able to secure ownership of mineral properties with a greater potential to host economic mineralization. We are not able to complete with such companies. Instead, we will focus on developing the Sunrise properties in the hope that sufficient minerals will be found to justify our expenditures.

Employees

We have no employees as of the date of this prospectus other than our two directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20002. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Plan of Operations

Our plan of operation for the next twelve months is to complete the recommended phase one and two exploration programs on the Sunrise claims consisting of Laying out a grid, GPS and Magnetometer surveys (phase 1); geochemical sampling, trenching as well as diamond drilling if indicated. We anticipate that these exploration programs will cost approximately $40,000 and $60,000 respectively, with phase three costing $37,500 and phase four costing 225,000.

We expect to commence the phase one and phase two exploration programs in the fall and early winter of 2006 – 2007. Phase 1 should take approximately up to two weeks to complete. We will then undertake the phase 2 work program if weather permits. Phase 3 will be undertaken after a thorough review and evaluation by our consulting geologists and engineers and if recommended will be commenced during the early summer of 2007 and phase four during the late summer or early fall of 2007. These programs will take approximately 45-50 days each to complete. We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for this exploration program. In the event that during the first two phases of our plan of operations we determine that further exploration is not warranted, then we intend to research other properties to pursue our business plan. At this time, we have not researched any other properties and we can make no assurances that we will find an economically feasible property or that such property would have any greater chance of having a mineral claim.

As well, we anticipate spending an additional $15,000 on legal and blue sky fees, $5,000 on accounting $2,000 on Edgar filing fees and $1,000 on Transfer agent fees. These are fees payable in connection with the filing of this registration statement and complying with reporting obligations.

Total expenditures over the next 12 months, including Phases 1 and 2 of the exploration work program are therefore expected to be $123,000.

While we have enough funds to cover the additional expenses associated with this offering and anticipated administrative expenses for the next year, we will require additional funding in order to proceed with our exploration phases and with any subsequent recommended exploration on the Sunrise claims. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock, attracting a joint venture partner or from director loans. We do not have any arrangements in place for any future equity financing or loans, nor have we had any discussions or negotiations of any kind with potential joint venture partners..

Results of Operations for the Period from Inception through October 31, 2005

We have not earned any revenues from our incorporation on February 25, 2005 to October 31, 2005. We do not anticipate earning revenues until, if and when we enter into commercial production on the Sunrise claims. At this time there is substantial doubt about whether we will ever generate revenues from our operations. We have not completed the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the Sunrise claims, or if such minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $17,560 for the period from our inception on May 5, 2005 to June 30, 2006. These operating expenses were comprised of Claims acquisition costs of $15,000, and general and administrative expenses of $2,060.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Description of Property

We own the mineral exploration rights relating to the Sunrise mineral property. We do not own interest in any other property. We own no real estate and have no lease arrangements for office space, as our president provides us with office space free of charge

Certain Relationships and Related Transactions

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, Brant and Peter Hodyno;
*	Any member of the immediate family of any of the foregoing persons.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system. In order to be quoted on the OTC Bulletin Board, we must engage a market maker to submit the application and necessary with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board. We anticipate that a market maker will apply to have our common stock traded on the OTC Bulletin Board. However, as of the date of this prospectus, we have not engaged a market maker to apply for a quotation on the OTC Bulletin Board and there can be no assurance that a market maker will agree to file the necessary documents, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. We have been advised that the process of having our shares quoted on the OTCBB normally takes around three months from the date the application is submitted to the NASD. In the absence of a trading market, an investor may be unable to liquidate their investment.

Stockholders of Our Common Shares

As of the date of this registration statement, we have forty-two registered shareholders.

Rule 144 Shares

A total of 1000,000 shares of our common stock are available for resale to the public after May 6, 2006, exclusive of the shares being registered through this registration statement in accordance with the volume and trading limitations of Rule 144 of the Act. Under Rule 144 as currently in effect, a person who has beneficially owned shares of our common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding which, in our case, will equal 52,000 shares as of the date of this prospectus. The following sets forth a table disclosing the dates when of our common shares may be resold in accordance with Rule 144:

# of Shareholders	Amount of Shares	Date Eligible to be resold pursuant to Rule 144

Two	1,000,000 shares	May 6 , 2006

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

	1.	1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 52,000 shares as of the date of this prospectus; or

	2.	the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold 1,000,000 shares.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Colorado Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	we would not be able to pay our debts as they become due in the usual course of business; or

	2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on May 6, 2005 to June 30, 2006 and the subsequent period to the date of this prospectus.

Annual Compensation

						Restr	Options/	LTP
					Other	Stock	SARS (#)	payouts
Name	Title	Year	Salary	Bonus	Comp.	Awarded		($)
	President
Brant Hodyno	CEO &	2005	$0	$0	$0	$0	$0	$0
	Treasurer
		2006	$0	$0	$0	$0	$0	$0

Peter Hodyno	Secretary	2005	$0	$0	$0	$0	$0	$0

		2006	$0	$0	$0	$0	$0	$0

Stock Option Grants

We have not granted any stock options since our inception

Consulting Agreements

We do not have any employment or consulting agreements with our directors or officers. We do not pay any amount for acting as directors of the Company.

Financial Statements

GLOBAL SUNRISE, INC.
(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	F-1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	F-2	BALANCE SHEET AS OF JUNE 30, 2006

PAGE	F-3	STATEMENTS OF OPERATIONS FOR THE PERIOD FROM MAY 6, 2005 (INCEPTION) TO JUNE 30 30, 2006

PAGE	F-4	STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM MAY 6, 2005 (INCEPTION) TO JUNE 30, 2006

PAGE	F-5	STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 6, 2005 (INCEPTION) TO JUNE 30, 2006

PAGE	F-6	NOTES TO FINANCIAL STATEMENTS

Board of Directors

Global Sunrise, Inc.

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We have audited the accompanying balance sheets of Global Sunrise, Inc. as of June 30, 2006 and 2005 and the related statements of operations, shareholders’ equity and cash flows for the year ended June 30, 2006 and for the period from May 6, 2005 (date of inception) to June 30, 2006 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 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 Global Sunrise, Inc. as of June 30, 2006 and the results of its operations and cash flows for the year ended June 30, 2006 and for the period from May 6, 2005 (date of inception) to June 30, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

August 25, 2006

GLOBAL SUNRISE, INC.
(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS
FOR THE YEARS ENDED JUNE 30, 2006 AND 2005
	ASSETS
		June 30,	June 30,
		2006	2005

	Cash	$ 35,940	$ -

	Total Assets	$ 35,940	$ -
	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

	Current Liabilities:
	Accounts payable	15,000	-
	Total Current Liabilities	15,000	-

	Stockholders' Equity (Deficit):
	Preferred stock, $.001 par value; authorized 10,000,000, none issued	-	-
	Common stock, $.001 par value; 100,000,000 shares authorized
	5,200,000 and 1,000,000 shares issued and outstanding at
	June 30, 2006 and 2005, respectively	5,200	1,000
	Additional paid in capital	33,300	-
	Deficit accumulated during the exploration stage	(17,560)	(1,000)

	Total Stockholders' Equity (Deficit)	20,940	-

	Total Liabilities and Stockholders' Equity (Deficit)	$ 35,940	$ -

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

	GLOBAL SUNRISE, INC.
	(AN EXPLORATION STAGE COMPANY)

	STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED JUNE 30, 2006 AND 2005
	AND FOR THE PERIOD FROM MAY 6, 2005 (INCEPTION)
	THROUGH JUNE 30, 2006
Total Revenue		-	-	-

Operating Expenses:
Mineral exploration costs		15,500	-	15,500
General & administrative		1,060	1,000	2,060
Total Operating Expenses		16,560	1,000	17,560

NET LOSS		$ (16,560)	$ (1,000)	$ (17,560)

Weighted Average Shares
Common Stock Outstanding		3,341,667	5,268,333

Net Loss Per Share
(Basic and Fully Dilutive)		(0.00)	(0.00)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

GLOBAL SUNRISE, INC.
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE PERIOD MAY 6, 2005 (INCEPTION) THROUGH JUNE 30, 2006

		Preferred Stock			Common Stock
		10,000,000 shares authorized			100,000,000 shares authorized		Additional	Deficit accumulated
	Shares		Par Value	Share		Par Value	Paid-In	during the exploration
	Issued		$.001 per share	Issued		$.001 per share	Capital	stage	Total

	-		$ -	-		$ -	$ -	$ -	$ -
Issuance of common stock in exchange for services	-		-	1,000,000		1,000	-	-	1,000
Net loss	-		-	-		-	-	(1,000)	(1,000)
	-		-	-		1,000	-	(1,000)	-
Issuance of common stock for mineral claims	-		-	500,000		500	-	-	500
Issuance of common stock for cash at $.01 per share	-		-	3,700,000		3,700	33,300	-	37,000
Net loss	-		-	-		-	-	(16,560)	(16,560)
	-		$ -	5,200,000		$ 5,200	$ 33,300	$ (17,560)	$20,940

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

GLOBAL SUNRISE, INC.
(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2006 AND 2005
AND FOR THE PERIOD MAY 6, 2005 (INCEPTION) THROUGH JUNE 30, 2006
			(date of inception)	(date of inception)
		For the year ended	to June 30,	to June 30,
		June 30, 2006	2005	2006
	Cash Flows Used in Operating Activities:
	Net Loss	$ (16,560)	$ (1,000)	$ (17,560)
	Adjustments to reconcile net (loss) to net cash provided
	by operating activites:
	Issuance of stock for services rendered	-	1,000	1,000
	Issuance of stock for mineral claims (expensed)	500	-	500
	(Increase) in accounts payable	15,000	-	15,000

	Net Cash Used in Operating Activities	1,060)	-	(1,060)

	Cash Flows from Financing Activities:
	Issuance of common stock	37,000	-	37,000
	Net Cash Provided by Financing Activities	37,000	-	37,000

	Net Increase (Decrease) in Cash	(35,940)	-	(35,940)

	Cash at Beginning of Year	-	-	-

	Cash at End of Year	$ (35,940)	$ -	$ (35,940)

	Non-Cash Investing & Financing Activities
	Issuance of stock for services	$ 1,000	$ -	$ 1,000
	Issuance of stock for mineral claims (expensed)	500		500

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

GLOBAL SUNRISE, INC.

NOTES TO FINANCIAL STATEMENTS – JUNE 30, 2006

NOTE 1 – NATURE AND PURPOSE OF BUSINESS

Global Sunrise, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on May 6, 2005. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. The Company has adopted June 30 as its fiscal year end.

NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION

The Company considers revenue to be recognized at the time the service is performed.

USE OF ESTIMATES

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.

EARNINGS PER SHARE

Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by

the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.

INCOME TAXES:

The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.

Deferred income taxes may arise from temporary differences resulting from income and expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are

classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an

asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.

CONCENTRATION OF CREDIT RISK:

The Company does not have any concentration of related financial credit risk.

RECENT ACCOUNTING PRONOUNCEMENTS:

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.

NOTE 3 – MINERAL CLAIMS

The Company has entered into an agreement, dated September 24, 2005 to acquire a 100% interest in a total of three mineral claims located in the Red Lake Mining District in Ontario, Canada.

The mineral claims were acquired for $15,500. The amount of $15,000 has been accrued as an account payable and $500 was paid by issuing 500,000 shares of common stock of the Company. Management has determined that there is not a reasonable basis for capitalizing the costs of the mineral claims therefore, these costs have been expensed as exploration costs during the year ended June 30, 2006.

NOTE 4 – COMMON STOCK

The Company issued 1,000,000 shares of its common stock on May 6, 2005 to two shareholders in exchange for services rendered valued at $1,000.

The Company issued 500,000 shares of its common stock on September 24, 2005 valued at $500 for partial payment of the purchase of three mineral claims (see Note 3).

During the year ended June 30, 2006 the Company issued 3,700,000 shares of its common stock in exchange for cash. The shares were valued at $.01 per share for an aggregate value of $37,000.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until ______________ , 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 dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions .

Part II

Information Not Required In the Prospectus

Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Colorado Revised Statutes (the “NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

	(3)	a transaction from which the director derived an improper personal profit; and

	(4)	willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Colorado law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

	(1)	such indemnification is expressly required to be made by law;

	(2)	the proceeding was authorized by our Board of Directors;

	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Colorado law; or

	(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	14.83
Transfer Agent fees	$	1,500.00
Accounting and auditing fees and expenses	$	5,000.00
Legal fees and Blue Sky fees	$	20,000.00
Edgar filing fees	$	2,000.00

Total	$	28,514.00

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Recent Sales of Unregistered Securities

NAME OF SHAREHOLDER	DATE OF ISSUE	SHARES ISSUED	EXEMPTION

Brant Hodyno	05/05/05	500,000	Section 4 (2)

Peter Hodyno	05/05/05	500,000	Section 4(2)

Daniel McLaughlin	10/15/05	100,000	Section 4(2)

Robert Kirwin	10/15/05	100,000	Section 4(2)

Keith F. Edmonson	10/15/05	100,000	Section 4(2)

Fab DeRosa, Jr.	10/15/05	100,000	Section 4(2)

Janine Falanga	10/15/05	100,000	Section 4(2)

Camille M. Colletti	10/15/05	100,000	Section 4(2)

Michael A. Colletti	10/15/05	100,000	Section 4(2)

Michael Wallace	10/15/05	100,000	Section 4(2)

Benjamin Keating	10/15/05	100,000	Section 4(2)

Robert Kirwin	10/15/05	100,000	Section 4(2)

Noel Digeralamo	10/15/05	100,000	Section 4(2)

Thomas Muratore	10/15/05	100,000	Section 4(2)

John D. Chamberlain	10/15/05	100,000	Section 4(2)

William King	10/15/05	100,000	Section 4(2)

Patricia King	10/15/05	100,000	Section 4(2)

Rosemary Wallace	10/15/05	100,000	Section 4(2)

Kathryn Tricarico	10/15/05	100,000	Section 4(2)

William Tricarico	10/15/05	100,000	Section 4(2)

Philip Carter	10/15/05	100,000	Section 4(2)

Theresa Donzelli	10/15/05	100,000	Section 4(2)

Scott M. Frayler	10/15/05	100,000	Section 4(2)

Brian S. Smetna	10/15/05	100,000	Section 4(2)

Sarah R. Smetna	10/15/05	100,000	Section 4(2)

Michelle Kallas	10/15/05	100,000	Section 4(2)

James Kallas	10/15/05	100,000	Section 4(2)

Allan S. Kaplan	10/15/05	100,000	Section 4(2)

Peter Hodyno FBO Kirsten McKenna (aged 3) UGTMA October 15/05	10/15/05	100,000	Section 4(2)

Peter Hodyno FBO Francis McKenna (aged 5)UGTMA May31/06	05/31/06	100,000	Section 4(2)

Mark Weed	05/31/06	50,000	Section 4(2)

Cynthia L. Weed	05/31/06	50,000	Section 4(2)

Patricia L. Weed	05/31/06	50,000	Section 4(2)

Mary E. Paddon	05/31/06	50,000	Regulation S

Timothy Wong	05/31/06	100,000	Section 4(2)

David S. Hart	05/31/06	50,000	Regulation S

Linda Siegel	05/31/06	50,000	Regulation S

Hank Olson	05/31/06	50,000	Section 4(2)

Andrew J. Cleminson	05/31/06	50,000	Regulation S

Stephen Mitchell	05/31/06	50,000	Regulation S

Clive Benjafield	05/31/06	50,000	Regulation S

Rebecca Kerster	05/31/06	100,000	Section 4(2)

Bruce J. Kerster	05/31/06	100,000	Section 4(2)

Kennedy Kerster	05/31/06	100,000	Regulation S

Donald Murdock	09/30/05	500,000	Regulation S

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither the Company, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No Regulation S offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a

legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

Exhibits

Exhibit
Number	Description

3.1	Articles of Incorporation
3.2	Bylaws
5.1	Legal Opinion of Joseph I Emas, with consent to use
10.1	Mineral property purchase agreement dated October 27, 2005
23.1	Consent of Madsen and Associates. Certified Public Accountants
23.3	Consent of Joseph I. Emas, See Exhibit 5.1

The undersigned registrant hereby undertakes:

		1.	To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

			a.	include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

			b.	reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and 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) if, in the aggregate, the changes in the 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

			c.	include any additional or changed material information on the plan of distribution.

		2.	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

		3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, 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, 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 one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the

opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Signatures

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 for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of New York, NY on August 31, 2006.

Global Sunrise, Inc.

By: /s/ Brant J. Hodyno

Brant J. Hodyno

President, Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE

/s/ Brant J. Hodyno Brant J. Hodyno	President, CEO, Treasurer and Chief Financial Officer	August 31, 2006

/s/ Peter Hodyno Peter Hodyno	Secretary	August 31, 2006

ARTICLES OF INCORPORATION

GLOBAL SUNRISE, INC.

**************************************************************

The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Colorado relating to private corporations, hereby adopts the following Articles of Incorporation:

ARTICLE ONE. (NAME)

The name of the corporation is: GLOBAL SUNRISE, INC.

The address of the corporation is: 1628 Second Avenue, Suite 2C, New York, NY 10028

ARTICLE TWO. (RESIDENT AGENT)

The agent for service of process Brian J. O’Shaughnessy

Mailing address: 150 Elm Street, Denver, CO 80220

ARTICLE THREE. (PURPOSES)

The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Colorado or of the United States of America, and without limiting the generality of the foregoing, specifically:

I. (OMNIBUS). To have to exercise all the powers now or hereafter conferred by the laws of the State of Colorado upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

II. (CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

III. (PURPOSES TO BE CONSTRUED AS POWERS). The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

ARTICLE FOUR.(CAPITAL STOCK)

The corporation shall have authority to issue an aggregate of ONE HUNDRED AND TEN MILLION (110,000,000) shares of stock, par value ONE MILL ($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of ONE HUNDRED THOUSAND DOLLARS ($100,000).

Non-Assessable Common Stock:One hundred Million (1000,000,000) shares of Common stock, Par Value One Mill ($0.001) per share, and

Preferred Stock: Ten Million (10,000,000) shares of Preferred stock, Par Value One Mill ($0.001) per share.

All capital stock when issued shall be fully paid and non-assessable. No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any un-issued stock, or any other securities, which the corporation may now or hereafter be authorized to issue.

The corporation’s capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value.

Holders of the corporations Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special.

ARTICLE FIVE. (DIRECTORS).

The affairs of the corporation shall be governed by a Board of Directors of not more than fifteen (15) or less than one (1) person. The name and address of the first Board of Directors is:

NAME ADDRESS

Brant J. Hodyno

1628 Second Avenue, Suite 2C, New York, NY 10028

ARTICLE SIX. (ASSESSMENT OF STOCK).

The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.

ARTICLE SEVEN. (INCORPORATOR).

The name and address of the incorporator of the corporation is as follows: Brant J. Hodyno, 1628 Second Avenue, Suite 2C, New York, NY 10028

ARTICLE EIGHT. (PERIOD OF EXISTENCE).

The period of existence of the Corporation shall be perpetual.

ARTICLE NINE. (BY-LAWS).

The Board of Directors shall adopt the initial Bylaws of the corporation. The power to alter, amend, or repeal the By-laws, or to adopt new Bylaws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the Bylaws.

ARTICLE TEN. (STOCKHOLDERS’ MEETINGS).

Meetings of stockholders shall be held at such place within or without the State of Colorado as may be provided by the Bylaws of the corporation. The President or any other executive officer of the corporation, the Board of Directors, or any member may call special meetings of the stockholders thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

ARTICLE ELEVEN. (CONTRACTS OF CORPORATION).

No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall be any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may e counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were no such director or officer of such other corporation or not so interested.

ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND OFFICERS).

No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (I) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Colorado Revised Statutes.

IN WITNESS WHEREOF, The undersigned incorporator has hereunto affixed his/her signature at Helena, Colorado, this 6th day of May, 2005.

_______________________________

Brant J. Hodyno

BYLAWS OF

GLOBAL SUNRISE, INC.

CONTENTS OF INITIAL BYLAWS

ARTICLE

PAGE

1.00

CORPORATE CHARTER AND BYLAWS

1.01

Corporate Charter Provisions

1.02

Registered Agent or Office–Requirement

of Filing Changes with Secretary of State

1.03

Initial Business Office

1.04

Amendment of Bylaws

2.00

DIRECTORS AND DIRECTORS’ MEETINGS

2.01

Action Without Meeting

2.02

Telephone Meetings

2.03

Place of Meetings

2.04

Regular Meetings

2.05

Call of Special Meeting

2.06

Quorum

2.07

Adjournment–Notice of Adjourned Meetings

2.08

Conduct of Meetings

2.09

Powers of the Board of Directors

2.10

Board Committees–Authority to Appoint

2.11

Transactions with Interested Directors

2.12

Number of Directors

2.13

Term of Office

2.14

Removal of Directors

2.15

Vacancies

2.15(a)

Declaration of Vacancy

2.15(b)

Filling Vacancies by Directors

2.15(c)

Filling Vacancies by Shareholders

2.16

Compensation

2.17

Indemnification of Directors and Officers

2.18

Insuring Directors, Officers, and Employees

ARTICLE

PAGE

3.00

SHAREHOLDERS’ MEETINGS

3.01

Action Without Meeting

3.02

Telephone Meetings

3.03

Place of Meetings

3.04

Notice of Meetings

3.04

Voting List

3.05

Votes per Share

3.07

Cumulative Voting

3.08

Proxies

3.09

Quorum

3.09(a)

Quorum of Shareholders

3.09(b)

Adjourn for Lack or Loss of Quorum

3.10

Voting by Voice or Ballot

3.11

Conduct of Meetings

3.12

Annual Meetings

3.13

Failure to Hold Annual Meeting

3.14

Special Meetings

4.00

OFFICERS

4.01

Title and Appointment

4.01(a)

Chairman

4.01(b)

President

4.01(c)

Vice President

4.01(d)

Secretary

4.01(e)

Treasurer

4.01(f)

Assistant Secretary or

Assistant Treasurer

4.02

Removal and Resignation

4.03

Vacancies

4.04

Compensation

5.00

AUTHORITY TO EXECUTE INSTRUMENTS

5.01

No Authority Absent Specific Authorization

5.02

Execution of Certain Instruments

6.00

ISSUANCE AND TRANSFER OF SHARES

6.01

Classes and Series of Shares

6.02

Certificates for Fully Paid Shares

6.03

Consideration for Shares

6.04

Replacement of Certificates

6.05

Signing Certificates–Facsimile Signatures

ARTICLE

PAGE

6.06

Transfer Agents and Registrars

6.07

Conditions of Transfer

6.08

Reasonable Doubts as to Right to Transfer

7.00

CORPORATE RECORDS AND ADMINISTRATION

7.01

Minutes of Corporate Meetings

7.02

Share Register

7.03

Corporate Seal

7.04

Books of Account

7.05

Inspection of Corporate Records

7.06

Fiscal Year

7.07

Waiver of Notice

8.00

ADOPTION OF INITIAL BYLAWS

BYLAWS, PAGE 1

ARTICLE ONE–CORPORATE CHARTER AND BYLAWS

1.01

CORPORATE CHARTER PROVISIONS

The Corporation’s Charter authorizes one hundred million (100,000,000) shares of common stock (par value $ .001) and ten million (10,000,000) shares of Preferred stock (par value $ .001) to be issued. The officers and transfer agents issuing shares of the Corporation shall ensure that the total number of shares outstanding at any given time does not exceed this number. Such officers and agents shall advise the Board at least annually of the authorized shares remaining available to be issued. No shares shall be issued for less than the par value stated in the Charter. Each Charter provision shall be observed until amended by Restated Articles or Articles of Amendment duly filed with the Secretary of State.

1.02

REGISTERED AGENT AND OFFICE–REQUIREMENT OF FILING CHANGES WITH SECRETARY OF STATE

The address of the Registered Office provided in the Articles of Incorporation, as duly filed with the Secretary of State for the State of Colorado, is: 150 Elm Street, Denver, Colorado 80220.

The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: Brian O’Shaughnessy.

The Registered Agent or Office may be changed by filing a Statement of Change of Registered Agent or Office or Both with the Secretary of State, and not otherwise. Such filing shall be made promptly with each change. Arrangements for each change in Registered Agent or Office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive Registered Agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.

1.03

INITIAL BUSINESS OFFICE

The address of the initial principal business office of the Corporation is hereby established as: 1628 Second Avenue, Apartment 2C, New York, NY 10028.

The Corporation may have additional business offices within the State of Colorado and where it may be duly qualified to do business outside of Colorado, as the Board of Directors may from time to time designate or the business of the Corporation may require.

1.04

AMENDMENT OF BYLAWS

The Shareholders or Board of Directors, subject to any limits imposed by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All amendments shall be upon advice of counsel as to legality, except in emergency. Bylaw changes shall take effect upon adoption unless otherwise specified. Notice of Bylaws changes shall be given in or before notice given of the first Shareholders’ meeting following their adoption.

ARTICLE TWO–DIRECTORS AND DIRECTORS’ MEETINGS

2.01

ACTION BY CONSENT OF BOARD WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and shall have the same force and effect as a unanimous vote of Directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively.

2.02

TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Directors may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

2.03

PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at the business office of the Corporation or at such other place within or without the State of Nevada as may be designated by the Board.

2.04

REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual Shareholders’ meeting, and at such other regularly repeating times as the Directors may determine.

2.05

CALL OF SPECIAL MEETING

Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Written notices of the special meetings, stating the time and place of the meeting, shall be mailed ten days before, or telegraphed or personally delivered so as to be received by each Director not later than two days before, the day appointed for the meeting. Notice of meetings need not indicate an agenda. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.

Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting and do not object to the notice given. Consent may be given either before or after the meeting.

Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each Director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.

2.06

QUORUM

The presence throughout any Directors’ meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors.

2.07

ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.

2.08

CONDUCT OF MEETINGS

At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President’s absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors’ meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.

2.09

POWERS OF THE BOARD OF DIRECTORS

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation, any applicable Shareholders’ agreement, and these Bylaws.

2.10

BOARD COMMITTEES–AUTHORITY TO APPOINT

The Board of Directors may designate an executive committee and one or more other committees to conduct the business and affairs of the Corporation to the extent authorized. The Board shall have the power at any time to change the powers and membership of, fill vacancies in, and dissolve any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

2.11

TRANSACTIONS WITH INTERESTED DIRECTORS

Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that Director at the meeting during which the contract or transaction was authorized, and notwithstanding the Directors’ participation in that meeting. This section shall apply only if the contract or transaction is just and reasonable to the Corporation at the time it is authorized and ratified, the interest of each Director is known or disclosed to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present. Each interested Director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calculating the majority necessary to carry the vote. This section shall not be construed to invalidate contracts or transactions that would be valid in its absence.

2.12

NUMBER OF DIRECTORS

The number of Directors of this Corporation shall be not less than one or more than fifteen. No Director need be a resident of Nevada or a Shareholder. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. Any decrease in the number of Directors shall not have the effect of shortening the tenure that any incumbent Director would otherwise enjoy.

2.13

TERM OF OFFICE

Directors shall be entitled to hold office until their successors are elected and qualified. Election for all Director positions, vacant or not vacant, shall occur at each annual meeting of the Shareholders and may be held at any special meeting of Shareholders called specifically for that purpose.

2.14

REMOVAL OF DIRECTORS

The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No director may be so removed except at an election of the class of Directors of which he is a part. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles of Incorporation, the provisions of this Paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.

2.15

VACANCIES

Vacancies on the Board of Directors shall exist upon the occurrence of any of the following events: (a) the death, resignation, or removal of any Director; (b) an increase in the authorized number of Directors; or (c) the failure of the Shareholders to elect the full authorized number of Directors to be voted for at any annual, regular, or special Shareholders’ meeting at which any Director is to be elected.

2.15(a)

DECLARATION OF VACANCY

A majority of the Board of Directors may declare vacant the office of a Director if the Director: (a) is adjudged incompetent by a court order; (b) is convicted of a crime involving moral turpitude; (c) or fails to accept the office of Director, in writing or by attending a meeting of the Board of Directors, within thirty (30) days of notice of election.

2.15(b)

FILLING VACANCIES BY DIRECTORS

Vacancies other than those caused by an increase in the number of Directors may be filled temporarily by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a qualified successor is elected at a Shareholders’ meeting.

2.15(c)

FILLING VACANCIES BY SHAREHOLDERS

Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors shall be filled by the Shareholders at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective.

2.16

COMPENSATION

Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receive compensation therefor.

2.17

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or officer of the Corporation any costs or expenses actually and necessarily incurred by that officer in any action, suit, or proceeding to which the officer is made a party by reason of holding that position, provided, however, that no officer shall receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office. This indemnification shall extend to good-faith expenditures incurred in anticipation of threatened or proposed litigation. The Board of Directors may in proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

2.18

INSURING DIRECTORS, OFFICERS, AND EMPLOYEES

The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts.

ARTICLE THREE–SHAREHOLDERS' MEETINGS

3.01 ACTION WITHOUT MEETING

Any action that may be taken at a meeting of the Shareholders under any provision of the Nevada Business Corporation Act may be taken without a meeting if authorized by a consent or waiver filed with the Secretary of the Corporation and signed by all persons who would be entitled to vote on that action at a Shareholders' meeting. Each such signed consent or waiver, or a true copy thereof, shall be placed in the Corporate Record Book.

3.02

TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Shareholders may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.03

PLACE OF MEETINGS

Shareholders' meetings shall be held at the business office of the Corporation, or at such other place within or without the State of Nevada as may be designated by the Board of Directors or the Shareholders.

3.04 NOTICE OF MEETINGS

The President, the Secretary, or the officer or persons calling a Shareholders' Meeting. shall give notice, or cause it to be given, in writing to each Director and to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice may be given personally, by mail, or by other means. Such notice shall be addressed to each recipient at such address as appears on the Books of the Corporation or as the recipient has given to the Corporation for the purpose of notice. Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person or by proxy and do not object to the notice given, Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. Notice may be waived by written waivers signed either before or after the meeting by all persons entitled to the notice.

3.05

VOTING LIST

At least ten (10), but not more than sixty (60), days before each Shareholders' meeting, the officer or agent having charge of the Corporation's share transfer books shall make a complete list of the Shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. The list shall be kept on file at the Registered Office of the Corporation for at least ten (10) days prior to the meeting, and shall be subject to inspection by any Director, officer, or Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject, during the whole time of the meeting, to the inspection of any Shareholder. The original share transfer books shall be prima facie evidence as to the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders. However, failure to prepare and to make the list available in the manner provided above shall not affect the validity of any action taken at the meeting.

3.06 VOTES PER SHARE

Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied pursuant to the Articles of Incorporation. A Shareholder may vote in person or by proxy executed in writing by the Shareholder, or by the Shareholder's duly authorized attorney-in-fact.

3.07 CUMULATIVE VOTING

No shareholder shall have the right to cumulative voting.

3.08

PROXIES

A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his or her duly authorized attorney in fact. Unless otherwise provided in the proxy or by law, each proxy shall be revocable and shall not be valid after eleven (11) months from the date of its execution,

3.09

QUORUM

3.09(a)

QUORUM OF SHAREHOLDERS

As to each item of business to be voted on, the presence (in person or by proxy) of the persons who are entitled to vote a majority of the outstanding voting shares on that matter shall constitute the quorum necessary for the consideration of the matter at a Shareholders' meeting. The vote of the holders of a majority of the shares entitled to vote on the matter and represented at a meeting at which a quorum is present shall be the act of the Shareholders' meeting.

3.09(b)

ADJOURNMENT FOR LACK OR LOSS OF QUORUM

No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Shareholders to leave less than a quorum, other than to adjourn the meeting from time to time by the vote of a majority of the shares represented at the meeting.

3.10

VOTING BY VOICE OR BALLOT

Elections for Directors need not be by ballot unless a Shareholder demands election by ballot before the voting begins.

3.11

CONDUCT OF MEETINGS

Meetings of the Shareholders shall be chaired by the President, or, in the President's absence, a Vice President designated by the President, or, in the absence of such designation, any other person chosen by a majority of the Shareholders of the Corporation present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence of the Secretary or Assistant Secretary, the Chairman shall appoint another person to act as Secretary of the meeting.

3.12

ANNUAL MEETINGS

The time, place, and date of the annual meeting of the Shareholders of the Corporation, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set from time to time by a majority vote of the Board of Directors. If the day fixed for the annual meeting shall be on a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as possible.

3.13

FAILURE TO HOLD ANNUAL MEETING

If, within any 13-month period, an annual Shareholders' Meeting is not held, any Shareholder may apply to a court of competent jurisdiction in the county in which the principal office of the Corporation is located for a summary order that an annual meeting be held.

3.14 SPECIAL MEETINGS

A special Shareholders' meeting may be called at any time by. (a) the President; (b) the Board of Directors; or (c) one or more Shareholders holding in the aggregate one-tenth or more of all the shares entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written request sent by registered mail or delivered in person to the President or Secretary. The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be sent to all the Shareholders entitled to vote at such a meeting. If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.04 of these Bylaws. The notice of a special Shareholders' meeting must state the purpose or purposes of the meeting and, absent consent of every Shareholder to the specific action taken, shall be limited to purposes plainly stated in the notice, notwithstanding other provisions herein.

ARTICLE FOUR–OFFICERS

4.01

TITLE AND APPOINTMENT

The officers of the Corporation shall be a President and a Secretary, as required by law. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two or more offices, including President and Secretary, may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

4.01(a)

CHAIRMAN OF THE BOARD

The Chairman, if there shall be such an officer, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman by the Board of Directors or prescribed by these Bylaws.

4.01(b)

PRESIDENT

Subject to such supervisory powers, if any, as may be given to the Chairman, if there is one, by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the office of President of a corporation; shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws; and shall be ex officio a member of all standing committees, including the executive committee, if any. In addition, the President shall preside at all meetings of the Shareholders and in the absence of the Chairman, or if there is no Chairman, at all meetings of the Board of Directors.

4.01(c)

VICE PRESIDENT

Any Vice President shall have such powers and perform such duties as from time to time may be prescribed by these Bylaws, by the Board of Directors, or by the President. In the absence or disability of the President, the senior or duly appointed Vice President, if any, shall perform all the duties of the President, pending action by the Board of Directors when so acting, such Vice President shall have all the powers of, and be subject to all the restrictions on, the President.

4.01(d)

SECRETARY

The Secretary shall:

(1)

See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. In case of the absence or disability of the Secretary. or the Secretary's refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the Chairman, the President, any Vice President, or by the Board of Directors.

(2)

Keep the minutes of corporate meetings, and the Corporate Record Book, as set out in Section 7.01 hereof.

(3)

Maintain, in the Corporate Record Book, a record of all share certificates issued or canceled and all shares of the Corporation canceled or transferred.

(4)

Be custodian of the Corporation's records and of any seal which the Corporation may from time to time adopt. when the Corporation exercises its right to use a seal, the Secretary shall see that the seal is embossed on all share certificates prior to their issuance and on all documents authorized to be executed under seal in accordance with the provisions of these Bylaws.

(5)

In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.

4.01(e)

TREASURER

The Treasurer shall:

(6)

Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds in the name of the Corporation in those banks, trust companies, or other depositories that shall be selected by the Board of Directors.

(7)

Receive, and give receipt for, monies due and payable to the Corporation.

(8)

Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for those disbursements.

(9)

If required by the Board of Directors or the President, give to the Corporation a bond to assure the faithful performance of the duties of the Treasurer's office and the restoration to the Corporation of all corporate books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or control, in case of the Treasurer’s death, resignation, retirement, or removal from office. Any such bond shall be in a sum satisfactory to the Board of Directors, with one or more sureties or a surety company satisfactory to the Board of Directors.

(10)

In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by Sections 7.O4 and 7.05 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.

4.01(f)

ASSISTANT SECRETARY AND ASSISTANT TREASURER

The Assistant Secretary or Assistant Treasurer shall have such powers and perform such duties as the Secretary or Treasurer, respectively, or as the Board of Directors or President may prescribe. In case of the absence of the Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer, respectively, may perform all of the functions of the Secretary or Treasurer.

4.02

REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by vote of a majority of the Directors at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any committee or officer upon whom that power of removal may be conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of that resignation shall not be necessary to make it effective.

4.03

VACANCIES

Upon the occasion of any vacancy occurring in any office of the Corporation, by reason of death, resignation, removal, or otherwise, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected.

4.04

COMPENSATION

The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Shareholder or a Director of the Corporation, or both.

ARTICLE FIVE–AUTHORITY TO EXECUTE INSTRUMENTS

5.01

NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION

These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it pecuniarily liable for any purpose or in any amount.

5.02

EXECUTION OF CERTAIN INSTRUMENTS

Formal contracts of the Corporation, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Corporation, other corporate documents, and certificates of ownership of liquid assets held by the Corporation shall be signed or endorsed by the President or any Vice President and by the Secretary or the Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.

ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES

6.01 CLASSES AND SERIES OF SHARES

The Corporation may issue one or more classes or series of shares, or both. Any of these classes or series may have full, limited, or no voting rights, and may have such other preferences, rights, privileges, and restrictions as are stated or authorized in the Articles of Incorporation. All shares of any one class shall have the same voting, conversion, redemption, and other rights, preferences, privileges, and restrictions, unless the class is divided into series, If a class is divided into series, all the shares of any one series shall have the same voting, conversion, redemption, and other. rights, preferences, privileges, and restrictions. There shall always be a class or series of shares outstanding that has complete voting rights except as limited or restricted by voting rights conferred on some other class or series of outstanding shares.

6.02

CERTIFICATES FOR FULLY PAID SHARES

Neither shares nor certificates representing shares may be issued by the Corporation until the full amount of the consideration has been received when the consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing the shares shall be issued to the shareholder.

6.03

CONSIDERATION FOR SHARES

Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors, but not less than the par value stated in the Articles of Incorporation. The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received, and neither promissory notes nor the promise of future services shall constitute payment nor partial payment for shares of the Corporation.

6.04

REPLACEMENT OF CERTIFICATES

No replacement share certificate shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except that replacements for lost or destroyed certificates may be issued, upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

6.05

SIGNING CERTIFICATES-FACSIMILE SIGNATURES

All share certificates shall be signed by the officer(s) designated by the Board of Directors. The signatures of the foregoing officers may be facsimiles. If the officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such officer before the certificate issued, the certificate may be issued by the Corporation with the same effect as if he or she were such officer on the date of its issuance.

6.06

TRANSFER AGENTS AND REGISTRARS

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate. Each registrar appointed, if any, shall be an incorporated bank or trust company, either domestic or foreign.

6.07

CONDITIONS OF TRANSFER

The party in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and prior written notice thereof shall be given to the Secretary of the Corporation, or to its transfer agent, if any, such fact shall be stated in the entry of the transfer.

6.08

REASONABLE DOUBTS AS TO RIGHT TO TRANSFER

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of that person's right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its officers, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability for the transfer or the issuance of a new certificate for shares.

ARTICLE SEVEN–CORPORATE RECORDS AND ADMINISTRATION

7.01

MINUTES OF CORPORATE MEETINGS

The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a book recording the minutes of all meetings of its Shareholders and Directors, with the time and place of each meeting, whether such meeting was regular or special, a copy of the notice given of such meeting, or of the written waiver thereof, and, if it is a special meeting, how the meeting was authorized. The record book shall further show the number of shares present or represented at Shareholders' meetings, and the names of those present and the proceedings of all meetings.

7.02

SHARE REGISTER

The Corporation shall keep at the principal office, or at the office of the transfer agent, a share register showing the names of the Shareholders, their addresses, the number and class of shares issued to each, the number and date of issuance of each certificate issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above information may be kept on an information storage device such as a computer, provided that the device is capable of reproducing the information in clearly legible form. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the Officer issuing shares shall maintain the appropriate requirements regarding issuance.

7.03

CORPORATE SEAL

The Board of Directors may at any time adopt, prescribe the use of, or discontinue the use of, such corporate seal as it deems desirable, and the appropriate officers shall cause such seal to be affixed to such certificates and documents as the Board of Directors may direct.

7.04

BOOKS OF ACCOUNT

The Corporation shall maintain correct and adequate accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The corporate bookkeeping procedures shall conform to accepted accounting practices for the Corporation's business or businesses. subject to the foregoing, The chart of financial accounts shall be taken from, and designed to facilitate preparation of, current corporate tax returns. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classed by source and shown in a separate account. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the officers and agents maintaining the books of account shall maintain the appropriate requirements.

7.05

INSPECTION OF CORPORATE RECORDS

A Director or Shareholder demanding to examine the Corporation's books or records may be required to first sign an affidavit that the demanding party will not directly or indirectly participate in reselling the information and will keep it confidential other than in use for proper purposes reasonably related to the Director's or Shareholder's role. A Director who insists on examining the records while refusing to sign this affidavit thereby resigns as a Director.

7.06

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors and approved by the Internal Revenue Service. The Treasurer shall forthwith arrange a consultation with the Corporation's tax advisers to determine whether the Corporation is to have a fiscal year other than the calendar year. If so, the Treasurer shall file an election with the Internal Revenue Service as early as possible, and all correspondence with the IRS, including the application for the Corporation's Employer Identification Number, shall reflect such non-calendar year election.

7.07 WAIVER OF NOTICE

Any notice required by law or by these Bylaws may be waived by execution of a written waiver of notice executed by the person entitled to the notice. The waiver may be signed before or after the meeting.

ARTICLE EIGHT--ADOPTION OF INITIAL BYLAWS

The foregoing bylaws were adopted by the Board of Directors on January 25, 2000.

Brant Hodyno

Brant Hodyno, President and Director

Attested to, and certified by:

_____________________________

Secretary

BYLAWS, PAGE 2

EXHIBIT 5.1

OPINION AS TO LEGALITY

JOSEPH I. EMAS

ATTORNEY AT LAW

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone Facsimile

(305) 531-1174 (305) 531-1274

August 24, 2006

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: Global Sunrise, Inc.

Ladies and Gentlemen:

I have acted as counsel Global Sunrise, Inc., a Colorado corporation (the “Company”), in connection with the preparation of this registration statement on Form SB-2, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the public offering (the “Offering”) of up to $,200,000 shares (the “Registered Shares”) by existing shareholders of the Company. Registered Shares are referred to as the “Shares”) of the Company’s common stock (the “common stock”).

In rendering the opinion set forth below, I have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company’s Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books; (e) such statutes, records and other documents as I have deemed relevant and (f) certain representations made by the company, its counsel and its auditors; Colorado law including the statutory provisions, all applicable provisions of the Colorado law and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

In addition, I opine upon Colorado law, including the statutory provisions, all applicable provisions of the Colorado Constitution and reported judicial decisions interpreting those laws.

Based on the foregoing, I am also of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Colorado, with corporate power to conduct its business as described in the Registration Statement.

2. I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Colorado.

I am also of the further opinion that Mr. Brant Hodyno and Mr. Peter Hodyno, the Company’s officers and directors, will not be deemed to be a broker or dealer in connection with the Offering of the Treasury Shares pursuant to the Registration Statement.

I hereby consent to the Company’s filing of this legal opinion with the Securities and Exchange Commission as Exhibit 5.1 to its registration statement on Form SB-2.

Very truly yours:

/s/ Joseph I. Emas

Joseph I. Emas

EXHIBIT 10.1

MINERAL PROPERTY PURCHASE AGREEMENT

THIS AGREEMENT dated for reference September 24, 2005.

BETWEEN:

Donald Murdock of LM122 – 2303 4 ^th Street, SW, Calgary, AB T2S 2S7 (the”seller”)

AND:

Global Sunrise, Inc. , a body corporate, duly incorporated under the laws of the State of Colorado and having an office at 1628 Second Avenue, Suite 2C, New York, NY 10028 (the "Purchaser")

W H E R E A S:

The Seller is the owner of a certain mineral claims located in the Red Lake Mining District, Province of Ontario, Canada The claim is more particularly described in Schedule "A" attached hereto which forms a material part hereof (collectively, the "Claims");

The Seller has agreed to sell and the Purchaser has agreed to purchase a 100% right, interest and title in and to the Claims upon the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained,

THE PARTIES HERETO AGREE AS FOLLOWS :

SELLER’S REPRESENTATIONS

1.1

The Seller represents and warrants to the Purchaser that:

(a)

The Seller is the beneficial owner of the Claims and holds the right to transfer title to the Claims and to explore and develop the Claims;

(b)

The Seller holds the Claims free and clear of all liens, charges and claims of others, and the Seller has a free and unimpeded right of access to the Claims and has use of the Claims surface for the herein purposes;

(c)

The Claims have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Ontario and are in good standing in Ontario as of the date of this Agreement;

(d)

There are no adverse claims or challenges against or to the Seller’s ownership of or title to any of the Claims nor to the knowledge of the Seller is there any basis therefore and there are no outstanding agreements or options to acquire or purchase the Claims or any portion thereof;

(e)

The Seller has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Seller is a party or by which he is bound or to which he is subject; and

(f)

No proceedings are pending for, and the Seller is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Seller in bankruptcy, or in any position similar to bankruptcy.

(g)

The Seller agrees that Coast Mountain Geophysical Ltd. of Vancouver, British Columbia will hold all claims covered by this agreement “in trust” indefinitely in order to comply with the laws of the Province of Ontario or until such time as Purchaser has made other arrangements.

1.2

The representations and warranties of the Seller set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claims by the Purchaser.

THE PURCHASER'S REPRESENTATIONS

The Purchaser warrants and represents to the Seller that it is a body corporate, duly incorporated under the laws of the State of Colorado with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.

3 .

SALE OF CLAIMS

The Seller hereby sells, grants and devises to the Purchaser a 100% undivided right, title and interest in and to the Claims in consideration of Fifteen Thousand United States Dollars ($15,000) and the Purchaser issuing 500,000 shares of the Purchaser’s common stock to the Seller upon the closing of this Agreement.

CLOSING

The sale and purchase of the interest in the Claims shall be closed concurrently with the execution of this Agreement at 5:30 P.M. on September 30, 2005 at the offices of the Purchaser, or such other place and time acceptable to both parties.

BYLAWS, PAGE 1

FORCE MAJEURE

If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labor disputes, lockouts, labor shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Seller of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Seller as soon as such cause ceases to exist.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.

NOTICE

7.1

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.

7.2

Either party may from time to time by notice in writing change its address for the purpose of this paragraph.

RELATIONSHIP OF PARTIES

Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.

FURTHER ASSURANCES

The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.

10.

TIME OF ESSENCE

Time shall be of the essence of this Agreement.

11.

TITLES

The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.

12.

NONSEVERABILITY

This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.

14.

APPLICABLE LAW

The situs of the Agreement is New York, NY and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of New York.

15.

INUREMENT

This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

PURCHASER: GLOBAL SUNRISE, INC.

/s/ Brant E. Hodyno

Brant Hodyno, President

SELLER: /s/ Donald Murdock

Donald Murdock

SCHEDULE "A"

SUNRISE CLAIM, RED LAKE MINING DISTRICT, ONTARIO, CANADA

CLAIM NUMBER	UNITS	EXPIRY DATE	WORK REQUIREMENT

KRL 3019641	15	May 20, 2007	$6,000
KRL 3019644	9	May 20, 2007	$3,600
KRL 3019624	8	May 20, 2007	$3,200

LOCATION AND ACCESS

BYLAWS, PAGE 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

August 26, 2006

We hereby consent to the inclusion in this Registration Statement on Form SB-2 Global Sunrise, Inc. of our report dated August 25, 2006, relating to financial statements for the period from inception (May 5,2005) to June 30, 2006.

/S/ Madsen, & Associates