U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNRISE
GLOBAL, INC.
(Exact
name of Registrant as specified in its charter)
NEVADA
|
7389
|
20-8767728
|
(State
or other Jurisdiction of
|
(Standard
Industrial
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Classification
Code Number)
|
Identification
No.)
|
Sunrise
Global, Inc.
201
W.
Garvey Ave. Suite 102-208
Monterey
Park, CA 91754
Registrant's
telephone number, including area code: (626) 4072622
Approximate
date of commencement of Proposed sale to the public: as soon as practicable
after the effective date of this Registration Statement.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for
the
same
offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for
the
same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following.
o
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities
to be registered
|
|
Amount
to be
registered
[1]
|
|
Proposed
maximum
offering
price per unit
|
|
Proposed
maximum
aggregate
offering
price
|
|
Amount
of
registration
fee
[2] [3]
|
|
Common
Stock offered by the Selling Stockholders [4]
|
|
|
413,000
|
|
$
|
.10
per share
|
|
$
|
41,300
|
|
$
|
1.27
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In
accordance with Rule 416(a), the registrant is also registering hereunder an
indeterminate number of shares that may be issued and resold resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated
in accordance with Rule 457(c) of the Securities Act of 1933 solely for the
purpose of computing the amount of the registration fee based on recent prices
of private transactions.
(3) Calculated
under Section 6(b) of the Securities Act of 1933 as .0000307 of the aggregate
offering price.
(4) Represents
shares of the registrant’s common stock being registered for resale that have
been issued or will be issued to the selling shareholders named in this
registration statement.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A),
MAY
DETERMINE.
PROSPECTUS
SUNRISE
GLOBAL, INC.
413,000
SHARES
COMMON
STOCK
The
selling shareholders are offering up to 413,000 shares of common stock. The
selling shareholders will offer and sell their shares at $0.10 per share until
our shares are quoted on the OTC Bulletin Board, and, assuming we secure this
qualification for quotation, thereafter at prevailing market prices or privately
negotiated prices. We will not receive proceeds from the sale of shares from
the
selling shareholders.
There
are
no underwriting commissions involved in this offering. We have agreed to pay
all
the costs of this offering. Selling shareholders will pay no offering
expenses.
Prior
to
this offering, there has been no market for our securities. Our common stock
is
not now listed on any national securities exchange, the NASDAQ stock market,
or
the OTC Bulletin Board. There is no guarantee that our securities will
ever trade on the OTC Bulletin Board or other exchange.
This
offering is highly speculative and these securities involve a high degree of
risk and should be considered only by persons who can afford the loss of their
entire investment. See “Risk Factors” beginning on page 7.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is _________________, 2007.
TABLE
OF CONTENTS
Summary
Information and Risk Factors
|
5
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Risk
Factors
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7
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Use
of Proceeds
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11
|
Determination
of Offering Price
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11
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Dilution
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11
|
Selling
Shareholders
|
12
|
Plan
of Distribution
|
13
|
Legal
Proceedings
|
15
|
Directors,
Executive Officers, Promoters, and Control Persons
|
15
|
Security
Ownership of Certain Beneficial Owners and Management
|
16
|
Description
of Securities
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16
|
Interest
of Named Experts
|
17
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Disclosure
of Commission Position on Indemnification for Securities Liabilities
|
17
|
Description
of Business
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17
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
|
18
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Description
of Property
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19
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Certain
Relationships and Related Transactions
|
19
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Market
for Common Equity and Related Stockholder Matters
|
20
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Executive
Compensation
|
21
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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30
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SUMMARY
INFORMATION AND RISK FACTORS
You
should carefully read all information in the prospectus, including the financial
statements and their explanatory notes, under the Financial Statements prior
to
making an investment decision.
Organization
We
were
incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Our address
is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, and our telephone
number is (626) 407-2622. We have a website at www.nasunrise.com. Nothing on
this website is part of this prospectus.
Proposed
Business
Sunrise
Global, Inc. is a recycled industrial waste resale company with operations
to be
based the United States and China. We were formed to sell recycled industrial
waste material to customers in China. Our main operations and services will
include acquisition of recyclable materials such as scrap metals (including
battered pipes, fine metal shavings, doorknobs, jumbles of wire, crumpled cars
and all other manner of flotsam), plastic, cardboard, and paper sourced from
suppliers not yet identified and the resale of such material to customers in
China. We believe the use of recycled material is both environmentally friendly
and is a key part of today's competitive manufacturing process to lower costs.
We believe our major customers, not yet identified, will be Chinese
manufacturers and recycled material traders, which are located mainly in the
Chinese provinces of Guangdong, Shandong, Zhejiang and Jiangshu.
We
are a
development stage company that has generated no revenues from operations since
our incorporation on September 27, 2006. We have incurred losses since our
inception, have no operations and rely upon the sale of our securities and
funds
provided by management to cover expenses. In addition, our independent
accountant has issued an opinion indicating that there is substantial doubt
about our ability to continue as a going concern.
Since
our
inception, we have been primarily engaged in business planning activities,
including researching opportunities for sale of recycled material in China,
developing our economic models and financial forecasts, performing due-diligence
regarding potential sources for recycled material acquisition, shipping and
potential customers, and raising capital.
To
implement our business plan, we will need to secure and negotiate acquisition
contracts with acceptable terms for:
|
·
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Sources
of raw material
|
|
·
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Acquisition
of our recycled materials by customers in
China
|
We
have
no binding contracts, agreements or commitments for any of these required
activities. We have no sources of financing for implementation of our business
plan identified.
As
of the
date of this prospectus, we had 1,963,000 shares of common stock outstanding.
The
selling shareholders are offering up to 413,000 shares of common stock. The
selling shareholders will offer and sell their shares at $.10 per share until
our shares are quoted on the OTC Bulletin Board, and, assuming we secure this
qualification for quotation, thereafter at prevailing market prices or privately
negotiated prices. We will not receive proceeds from the sale of shares from
the
selling shareholders.
To
be
quoted on the OTC Bulletin Board, a market maker must file an application on
our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this registration statement,
no
filing has been made. The current absence of a public market for our common
stock may make it more difficult for you to sell shares of our common stock
that
you own.
Financial
Summary
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements
and
their explanatory notes before making an investment decision.
BALANCE
SHEET
April
30,
2007
TOTAL
ASSETS
|
|
$
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51,300
|
|
Total
current liabilities
|
|
|
702
|
|
Deficit
accumulated during development stage
|
|
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(5,702
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)
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Total
Stockholders’ Equity
|
|
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50,598
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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$
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51,300
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STATEMENT
OF DEVELOPMENT STAGE EXPENSES
Period
from September 27, 2006 (Inception) Through April 30, 2007
DEVELOPMENT
STAGE EXPENSES
|
|
$
|
5,702
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(5,702
|
)
|
Risk
Factors
In
addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock.
We
have experienced net losses and have made limited sales and generated limited
revenue to date. Therefore, you should not rely on our historical results of
operations as an indication of our future performance.
During
the period from inception on September 27, 2006 through April 30, 2007, we
incurred net losses of approximately $5,702. We had not made any sales and
had
no revenue during the period from inception on September 27, 2006 through April
30, 2007. Our future success is dependent on our ability to the sale of recycled
materials to China into a successful business, which depends upon locating
sources of recycled products, arranging shipping and locating customers. None
of
these factors is demonstrated by our historic performance to date and there
is
no assurance we will be able to accomplish them in order to sustain our
operations. We may never develop profitable operations. As a result, there
is no
assurance of future successful performance of our business.
Our
poor financial condition raises substantial doubt about our ability to continue
as a going concern. You will be unable to determine whether we will ever become
profitable.
Our
independent auditors have indicated in their audit report for the quarter ended
at April 30, 2007 that there is substantial doubt about our ability to continue
as a going concern over the next twelve months. Our poor financial condition
could inhibit our ability to achieve our business plan and therefore an investor
cannot determine if we will ever become profitable.
If
we do not obtain additional financing, our business will
fail.
We
have
determined our current operating funds are not sufficient to complete our
intended business objectives. As of April 30, 2007, we had cash on hand in
the
amount of approximately $41,300. We will need to raise additional capital in
order to cover the costs of implementing our business plan. We do not currently
have any arrangements for financing and may not be able to find such financing
if required. We currently do not have any operations and we have no income.
If
we are not able to obtain agreements with suppliers of recycled materials for
sale to China, our business will fail.
As
of the
date of this filing, we have not entered into a formal agreement with any entity
to acquire the recycled materials we intend to sell to China. Even if we are
able to reach an agreement with a material source, we may not be able to obtain
the financing necessary to secure the material. If we are unable to locate
suitable sources for recycled materials to sell to China, our business will
fail.
If
we cannot find customers in China to purchase recycled materials from us on
acceptable terms, we will not be able to establish our business and thus it
will
fail.
Even
if
we secure recycled materials for sale to China, we may not be able to secure
purchasers for these materials on acceptable terms. Without purchasers in China
for recycled materials, we will not be able to proceed with our business
plan.
Because
our officer and director owns 76.4% of our outstanding common stock, he could
exercise significant control over corporate decisions that may be
disadvantageous to minority shareholders.
Our
officer and director, Shaojun Sun, owns approximately 76.4% of the outstanding
shares of our common stock. Accordingly, he will have a significant influence
in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all
of
our assets. He will also have the power to influence a change in control. The
interests of our officer and director may differ from the interests of the
other
stockholders and thus result in corporate decisions that are disadvantageous
to
other shareholders.
Because
management does not have any technical experience in the sale of recycled
materials sector, our business has a higher risk of
failure.
While
management has training and experience in doing business in and with China,
management does not have technical training in the field of sale of recycled
materials in China. As a result, we may not be able to recognize and take
advantage of opportunities in the recycled materials sector without the aid
of
qualified consultants. As well, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in the recycled materials resale industry. Management’s decisions and
choices may not be well thought out and our operations, earnings and ultimate
financial success may suffer irreparable harm as a result.
Because
we will incur significant costs complying with our obligations as a reporting
issuer, our ability to attain profitable operations will be adversely
impacted.
Upon
the
effectiveness of our registration statement, we will be required to file
periodic reports with the Securities & Exchange Commission, including
financial statements and disclosure regarding changes in our operations. We
anticipate that we will incur approximately $25,000 per year in order to comply
with these reporting requirements. As our operations become more complex, it
is
anticipated that these costs will increase. These compliance costs will be
charged to operations and will negatively impact our ability to attain
profitable operations.
The
person responsible for managing our business, Mr. Shaojun Sun, may devote less
than full time to our business, which may reduce our
revenues.
We
currently have no employees other than Mr. Shaojun Sun. Mr. Sun currently
devotes 8 hours per week to our business. He anticipates that during the next
12
months he will devote approximately 50% of his time to our business. Mr. Sun
may
not be able to devote the time necessary to our business to assure successful
implementation of our business plan.
Our
management decisions are made by Mr. Shaojun Sun; if we lose his services,
our
revenues may be reduced.
The
success of our business is dependent upon the expertise of management, Mr.
Shaojun Sun. Because Mr. Shaojun Sun is essential to our operations, you must
rely on his management decisions. We have not obtained any key person life
insurance relating to him. If we lose his services, we may not be able to hire
and retain other management with comparable experience. As a result, the loss
of
Mr. Shaojun Sun’s services could reduce our revenues.
Due
to the lack of a trading market for our securities, our shares are currently
not
liquid, and you may have difficulty selling any shares you purchase in this
offering.
We
are
not registered on any public stock exchange. There is presently no demand for
our common stock and no public market exists for the shares being offered in
this prospectus. We plan to contact a market maker immediately following the
effectiveness of our Registration Statement and apply to have the shares quoted
on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information
in over-the-counter (OTC) securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC. Market makers are not permitted
to
begin quotation of a security whose issuer does not meet this filing
requirement. Securities already quoted on the OTCBB that become delinquent
in
their required filings will be removed following a 30 or 60 day grace period
if
they do not make their required filing during that time. As of the date of
this
filing, we have engaged in discussions with Spartan Securities Group LLC
concerning the filing of Form 211 with the NASD to qualify our securities for
quotation on the OTCBB. We cannot guarantee that this application will be
accepted or approved and our stock would be listed and quoted for sale or that
a
future trading market for our securities may not develop. If no market is ever
developed for our common stock, it will be difficult for you to sell any shares
you purchase in this offering. In such a case, you may find that you are unable
to achieve any benefit from your investment or liquidate your shares without
considerable delay, if at all. In addition, if we fail to have our common stock
quoted on a public trading market, your common stock will not have a
quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment. Restrictions on the sale of our stock as a Penny Stock may limit
your ability to resell or a prospective purchaser to purchase any shares you
acquire in this offering.
Our
shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.
Under
the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth
in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commissions relating to the
penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the securities;
|
|
·
|
Send
monthly statements disclosing recent price information pertaining
to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks; and
|
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock transaction
in the
customer's account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market
and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders
will,
in all likelihood, find it difficult to sell their securities.
Sales
of our common stock under Rule 144 could reduce the price of our
stock.
All
of
1,500,000 shares of our common stock held by affiliates are restricted
securities under Rule 144 of the Securities Act of 1933. None of our shares
held
by affiliates are currently eligible for resale until 90 days after the
effective date of this registration statement. In general, persons holding
restricted securities, including affiliates, must hold their shares for a period
of at least one year, may not sell more than one percent of the total issued
and
outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. These restrictions do
not
apply to resales under Rule 144(k). The availability for sale of substantial
amounts of common stock under Rule 144 could reduce prevailing market prices
for
our securities.
Because
we do not have an audit or compensation committee, shareholders will have to
rely on the entire board of directors, all of which are not independent, to
perform these functions.
We
do not
have an audit or compensation committee comprised of independent directors.
Indeed, we do not have any audit or compensation committee. These functions
are
performed by the board of directors as a whole. The sole member of the board
of
directors is not an independent director. Thus, there is a potential conflict
in
that board members who are management will participate in discussions concerning
management compensation and audit issues that may affect management
decisions.
Risks
associated with doing business in the PRC.
Substantially
all of our revenue will be derived from our operations in China. Accordingly,
our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal developments in China, which have
rapidly changed.
The
PRC’s
economic, political and social conditions, as well as government policies,
could
affect our business. The PRC economy differs from the economies of most
developed countries in many respects.
Since
1978 China has been one of the world’s fastest-growing economies in terms of
gross domestic product, or GDP, growth. We cannot assure you, however, that
such
growth will be sustained in the future. If in the future China’s economy
experiences a downturn or grows at a slower rate than expected, there may be
less demand for spending in certain industries. A decrease in demand for
spending in certain industries could materially and adversely affect our ability
to find an attractive target business with which to consummate a business
combination and if we complete a business combination, the ability of that
target business to remain profitable.
Our
ability to find attractive customers for our products is based on the assumption
that the Chinese economy will continue to grow. The PRC’s economic growth has
been uneven, both geographically and among various sectors of the economy.
The
PRC government has implemented various measures to encourage economic growth
and
guide the allocation of resources. Some of these measures benefit the overall
PRC economy, but may also have a negative effect on us, depending on the
industry in which we engage in a business combination. For example, our
financial condition and results of operations may be adversely affected by
PRC
government control over capital investments or changes in tax regulations that
are applicable to potential target businesses and business
combinations.
The
PRC
economy has been transitioning from a planned economy to a more market-oriented
economy. Although in recent years the PRC government has implemented measures
emphasizing the use of market forces for economic reform, the reduction of
state
ownership of productive assets and the establishment of sound corporate
governance in business enterprises, a substantial portion of productive assets
in China is still owned by the PRC government. In addition, the PRC government
continues to play a significant role in regulating industry development by
imposing industrial policies. It also exercises significant control over PRC
economic growth through the allocation of resources, controlling payment of
foreign currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. We cannot assure
you that China’s economic, political or legal systems will not develop in a way
that becomes detrimental to our business, results of operations and
prospects
.
If
political relations between the U.S. and the PRC weaken, it could make sale
of
our products less attractive to customers inside of the
PRC.
The
relationship between the United States and the PRC is subject to sudden
fluctuation and periodic tension. Changes in political conditions in the PRC
and
changes in the state of Sino-U.S. relations are difficult to predict and could
adversely affect our operations or cause potential our products to become less
attractive to customers inside of the PRCs. This could lead to a decline in
our
profitability and our stock price. Any weakening of relations between the U.S.
and the PRC could have a material adverse effect on our operations.
If
the PRC imposes restrictions to reduce inflation, future economic growth in
the
PRC could be severely curtailed which could lead to a significant decrease
in
our profitability.
While
the
economy of the PRC has experienced rapid growth, this growth has been uneven
among various sectors of the economy and in different geographical areas of
the
country. Rapid economic growth can lead to growth in supply of money and rising
inflation. In order to control inflation in the past, the PRC has imposed
controls on bank credits, limits on loans for fixed assets and restrictions
on
state bank lending. If similar restrictions are imposed, it may lead to a
slowing of economic growth and decrease the interest in the recycled products
we
may ultimately offer leading to a decline in our profitability.
Because
Chinese law will govern almost all of any our material agreements for sale
of
our products, we may not be able to enforce our rights within the PRC or
elsewhere, which could result in a significant loss of business, business
opportunities or capital.
Chinese
law will govern almost all of our material agreements for sale of our recycled
products, some or many of which could be with Chinese governmental agencies.
We
cannot assure you that we will be able to enforce any of its material agreements
or that remedies will be available outside of the PRC. The Chinese legal system
is similar to a civil law system based on written statutes. Unlike common law
systems, it is a system in which decided legal cases have little precedential
value. Although legislation in China over the past 25 years has significantly
improved the protection afforded to various forms of foreign investment and
contractual arrangements in China, these laws, regulations and legal
requirements are relatively new and their interpretation and enforcement involve
uncertainties, which could limit the legal protection available to us, and
foreign investors, including you. The inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of
business, business opportunities or capital and could have a material adverse
impact on our operations.
Fluctuations
in the value of the renminbi relative to foreign currencies could cause the
cost
of our products to increase and could affect our operating
results.
Chinese
companies will pay for our products with Chinese currency, the renminbi. We
will
be subject to increased risks relating to foreign currency exchange rate
fluctuations that could have a material adverse affect on our business,
financial condition and operating results. The value of renminbi against the
United States dollar and other currencies may fluctuate and is affected by,
among other things, changes in China’s political and economic conditions. As we
expect that our sales will be primarily in China, any significant revaluation
of
the renminbi may materially and adversely affect our cash flows, revenues and
financial condition. For example, to the extent that we need to convert United
States dollars into renminbi for our operations, appreciation of renminbi
against the United States dollar could have a material adverse effect on our
business, financial condition and results of operations. Conversely, if we
decide to convert our renminbi into United States dollars for other business
purposes and the United States dollar appreciates against the renminbi, the
United States dollar equivalent of the renminbi we convert would be reduced.
The
Chinese government recently announced that it is pegging the exchange rate
of
the renminbi against a number of currencies, rather than just the United States
dollar. Fluctuations in the renminbi exchange rate could adversely affect our
ability to operate our business.
Special
Information Regarding Forward Looking Statements
Some
of
the statements in this prospectus are “forward-looking statements.” These
forward-looking statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under “Risk Factors.”
The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar
expressions identify forward-looking statements. We caution you not to place
undue reliance on these forward-looking statements. We undertake no obligation
to update and revise any forward-looking statements or to publicly announce
the
result of any revisions to any of the forward-looking statements in this
document to reflect any future or developments. However, the Private Securities
Litigation Reform Act of 1995 is not available to us as a penny stock issuer
and
thus we may not rely on the statutory safe harbor from liability for
forward-looking statements. Further, Section 27A(b)(2)(D) of the Securities
Act
and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that
the
safe harbor for forward looking statements does not apply to statements made
in
connection with this offering.
We
will
not receive any proceeds from the sale of shares offered by the selling
shareholders.
DETERMINATION
OF OFFERING PRICE
The
price
of the shares we are offering was arbitrarily determined by us. The offering
price bears no relationship whatsoever to our assets, earnings, book value
or
other criteria of value. Among the factors considered were:
|
·
|
our
lack of operating history;
|
|
·
|
the
proceeds to be raised by the offering; and
|
|
·
|
the
price we believe a purchaser is willing to pay for our
stock
|
DILUTION
Not
applicable. We are not offering any shares in this registration statement.
All
shares are being registered on behalf of our selling shareholders.
SELLING
SHAREHOLDERS
The
selling shareholders named below are selling the securities. The table assumes
that all of the securities will be sold in this offering. However, any or all
of
the securities listed below may be retained by any of the selling shareholders,
and therefore, no accurate forecast can be made as to the number of securities
that will be held by the selling shareholders upon termination of this offering.
These selling shareholders acquired their shares by purchase in a single private
placement exempt from registration under section 4(2) of the Securities Act
of
1933 in a transaction that closed on April 30, 2007. We believe that the selling
shareholders listed in the table have sole voting and investment powers with
respect to the securities indicated. We will not receive any proceeds from
the
sale of the securities by the selling shareholders. No selling shareholders
are
broker-dealers or affiliates of broker-dealers. To the extent that any
successor(s) to the named selling shareholders wish to sell under this
prospectus, we must file a prospectus supplement identifying such successors
as
selling shareholders.
Selling
Shareholder [1]
|
|
Shares
to be offered by the Selling Stockholders
|
|
Percentage
owned before Offering
|
|
Amount
owned after the offering, assuming all shares sold
[1]
|
|
Percentage
owned after the offering, assuming all shares sold
[1]
|
|
Jiexian
Li
|
|
|
1,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Shutian
Chen
|
|
|
1,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Lixin
Xie
|
|
|
2,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Tiansheng
Li
|
|
|
2,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Kele
Zheng
|
|
|
3,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Shaolong
Sun
|
|
|
4,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Bing
Qiu
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yuhai
Tang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yuzhi
Tang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Xiaoyun
Xuan
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Songdi
Yan
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Jianbo
Yang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Jianfeng
Yang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yuan
Yang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Zhiming
Li
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Min
Huang
|
|
|
5,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Haoyu
Zheng
|
|
|
8,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Ke
Huang
|
|
|
8,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yuanzhen
Lu
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Meiluan
Chen
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Linhai
Sun
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Wei
Huang
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Qiuheng
Huang
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Weiji
Zhou
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Weizhao
He
|
|
|
10,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Meiyun
Chen
|
|
|
12,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Weilie
He
|
|
|
12,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yiwen
Gu
|
|
|
12,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Sunling
Ji
|
|
|
12,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Liqin
Sun
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Qinru
Mo
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Wei
Zheng
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Shuqiang
Zheng
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Xuewo
Zheng
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Qiuxian
Huang
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Guirong
Xu
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Jiaxiang
Chen
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Caijin
Sun
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Yuming
Zhou
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Rong
Zhou
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Wei
Ji
|
|
|
15,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Weijun
He
|
|
|
18,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
Jiamian
Xie
|
|
|
18,000
|
|
|
*
|
|
|
0
|
|
|
0
|
%
|
TOTAL
|
|
|
413,000
|
|
|
21
|
|
|
0
|
|
|
0
|
%
|
*less
than 1%
Blue
Sky
Thirty-eight
states and the District of Columbia have what is commonly referred to as a
“manual exemption” for secondary trading of securities such as those to be
resold by Selling Stockholders under this registration statement. In these
states, so long as we obtain and maintain a listing in Standard and Poor’s
Corporate Manual, secondary trading can occur without any filing, review or
approval by state regulatory authorities in these states. These states are:
Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of
Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada,
New
Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont,
Washington, West Virginia and Wyoming. We cannot secure this listing, and thus
this qualification, until after this registration statement is declared
effective. Once we secure this listing, secondary trading can occur in these
states without further action.
All
of
our selling shareholders currently reside outside the U.S.
PLAN
OF DISTRIBUTION
Our
common stock is currently not quoted on any market. No market may ever develop
for our common stock, or if developed, may not be sustained in the future.
Accordingly, our shares should be considered totally illiquid, which inhibits
investors' ability to resell their shares. Selling shareholders are offering
up
to 413,000 shares of common stock. The selling shareholders will offer their
shares at $.10 per share until our shares are quoted on the OTC Bulletin Board
and, assuming we secure this qualification, thereafter at prevailing market
prices or privately negotiated prices. We will not receive proceeds from the
sale of shares from the selling shareholders. We will pay all expenses of
registering the securities.
The
securities offered by this prospectus will be sold by the selling shareholders
without underwriters and without commissions. The distribution of the securities
by the selling shareholders may be effected in one or more transactions that
may
take place in the over-the-counter market or privately negotiated transactions.
The
selling shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities
may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholders, the pledge in such
loan
transaction would have the same rights of sale as the selling shareholders
under
this prospectus. The selling shareholders may also enter into exchange traded
listed option transactions, which require the delivery of the securities listed
under this prospectus. After our securities are qualified for quotation on
the
OTC Bulletin Board, the selling shareholders may also transfer securities owned
in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such selling shareholders under this prospectus.
In
addition to the above, each of the selling shareholders will be affected by
the
applicable provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales
of
any of the securities by the selling shareholders or any such other person.
We
have instructed our selling shareholders that they many not purchase any of
our
securities while they are selling shares under this registration statement.
Upon
this
registration statement being declared effective, the selling shareholders may
offer and sell their shares from time to time until all of the shares registered
are sold; however, this offering may not extend beyond two years from the
initial effective date of this registration statement.
There
can
be no assurances that the selling shareholders will sell any or all of the
securities. In various states, the securities may not be sold unless these
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
All
of
the foregoing may affect the marketability of our securities. Pursuant to oral
promises we made to the selling shareholders, we will pay all the fees and
expenses incident to the registration of the securities. Should any substantial
change occur regarding the status or other matters concerning the selling
shareholders or us, we will file a post-effective amendment disclosing such
matters.
OTC
Bulletin Board Considerations
To
be
quoted on the OTC Bulletin Board, a market maker must file an application on
our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this prospectus, no filing has
been made. Based upon our counsel's prior experience, we anticipate that after
this registration statement is declared effective, it will take approximately
2
- 8 weeks for the NASD to issue a trading symbol.
The
OTC
Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ
has
no business relationship with issuers of securities quoted on the OTC Bulletin
Board. The SEC's order handling rules, which apply to NASDAQ-listed securities,
do not apply to securities quoted on the OTC Bulletin Board.
Although
the NASDAQ stock market has rigorous listing standards to ensure the high
quality of its issuers, and can delist issuers for not meeting those standards,
the OTC Bulletin Board has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application, and is
obligated to comply with keeping information about the issuer in its files.
The
NASD cannot deny an application by a market maker to quote the stock of a
company. The only requirement for inclusion in the bulletin board is that the
issuer be current in its reporting requirements with the SEC.
Although
we anticipate listing on the OTC Bulletin board will increase liquidity for
our
stock, investors may have greater difficulty in getting orders filled because
it
is anticipated that if our stock trades on a public market, it initially will
trade on the OTC Bulletin Board rather than on NASDAQ. Investors' orders may
be
filled at a price much different than expected when an order is placed. Trading
activity in general is not conducted as efficiently and effectively as with
NASDAQ-listed securities.
Investors
must contact a broker-dealer to trade OTC Bulletin Board securities. Investors
do not have direct access to the bulletin board service. For bulletin board
securities, there only has to be one market maker.
Bulletin
board transactions are conducted almost entirely manually. Because there are
no
automated systems for negotiating trades on the bulletin board, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders - an
order to buy or sell a specific number of shares at the current market price
-
it is possible for the price of a stock to go up or down significantly during
the lapse of time between placing a market order and getting execution.
Because
bulletin board stocks are usually not followed by analysts, there may be lower
trading volume than for NASDAQ-listed securities.
LEGAL
PROCEEDINGS
There
are
no pending or threatened lawsuits against us.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The
board
of directors elects our executive officers annually. A majority vote of the
directors who are in office is required to fill vacancies. Each director shall
be elected for the term of one year, and until his successor is elected and
qualified, or until his earlier resignation or removal. Our directors and
executive officers are as follows:
Name
|
|
Age
|
|
Position
|
Shaojun
Sun
|
|
34
|
|
Director,
Chairman, President, Chief Financial Officer and
Secretary
|
Mr.
Shaojun Sun has been our Director, Chairman, President, Chief Financial Officer
and Secretary since our inception on September 27, 2006. He has been a director
and officer of Sunrise Mining Corporation since October 2005. Previously, he
was
the officer and director of Magnum d’Or Resources, Inc. He has been the Vice
President, Chief Financial Officer and Secretary of Sunrise Lighting Holdings
Limited since 1997. He received a B.S. degree in computer science from Zhongshan
University and holds two degrees of Master of Business Administration in
international business from the University of South Carolina and from Vienna
University of Economics and Business Administration.
Mr.
Shaojun Sun spends about 10 to 20 hours per week on the business of Sunrise
Mining Corporation and no more than 10 hours per week on the business of Sunrise
Lighting Holdings Limited. He spends approximately 8 hours per week on our
business and expects to spend approximately 20 hours per week on our business
in
the next 12 months.
Family
Relationships
There
are
no family relationships among our officers or directors.
Legal
Proceedings
No
officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last five years in any of the
following:
|
·
|
Any
bankruptcy petition filed by or against any business of which such
person
was a general partner or executive officer either at the time of
the
bankruptcy or within two years prior to that
time;
|
|
·
|
Any
conviction in a criminal proceeding or being subject to a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
·
|
Being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting
his
involvement in any type of business, securities or banking activities;
and
|
|
·
|
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated
a
federal or state securities or commodities law, and the judgment
has not
been reversed, suspended, or
vacated.
|
The
following tables set forth the ownership, as of the date of this prospectus,
of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. There are not any pending or anticipated
arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities
and
Exchange Commission and is not necessarily indicative of ownership for any
other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of
a
security if that person has or shares the power to vote or direct the voting
of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person
has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner
of
the same securities. The percentage of beneficial ownership by any person as
of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days,
by
the sum of the number of shares outstanding as of such date plus the number
of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable common share property laws, we believe
that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address of
the
shareholders set forth below is 201 W Garvey Ave. Suite 102-208, Monterey Park,
CA 91754.
Name
|
|
Total
Shares Owned
|
|
Percentage
|
|
Shaojun
Sun
|
|
|
1,500,000
|
|
|
76.4
|
%
|
All
executive officers and directors as a group [1 person]
|
|
|
1,500,000
|
|
|
76.4
|
%
|
This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property
laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 1,963,000 shares of common stock outstanding as of April 30,
2007.
The
following description as a summary of the material terms of the provisions
of
our Articles of Incorporation and Bylaws. The Articles of Incorporation and
Bylaws have been filed as exhibits to the registration statement of which this
prospectus is a part.
Common
Stock
We
are
authorized to issue 200,000,000 shares of stock of which 100,000,000 shares
are
designated common stock with $.001 par value per share. As of the date of this
registration statement, there were 1,963,000 shares of common stock issued
and
outstanding held by 45 shareholders of record.
Each
share of common stock entitles the holder to one vote, either in person or
by
proxy, at meetings of shareholders. The holders are not permitted to vote their
shares cumulatively. Accordingly, the shareholders of our common stock who
hold,
in the aggregate, more than fifty percent of the total voting rights can elect
all of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled
to
vote thereon is sufficient to authorize, affirm, ratify or consent to such
act
or action, except as otherwise provided by law.
Holders
of common stock are entitled to receive ratably such dividends, if any, as
may
be declared by the Board of Directors out of funds legally available. We
have
not paid any dividends since our inception, and we presently anticipate that
all
earnings, if any, will be retained for development of our business. Any future
declaration of dividends will be at the discretion of our Board of Directors
and
will depend upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other factors.
Holders
of our common stock have no preemptive rights or other subscription rights,
conversion rights, redemption or sinking fund provisions. Upon our liquidation,
dissolution or winding up, the holders of our common stock will be entitled
to
share ratably in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other liabilities. There
are not any provisions in our Articles of Incorporation or our Bylaws that
would
prevent or delay change in our control.
Preferred
Stock
The
Company is authorized to issue 100,000,000 shares of preferred stock in series
as fixed by the Directors with a par value of $0.001 per share. As of the date
of this registration statement, there are no preferred shares outstanding.
Preferred
stock may be issued in series with preferences and designations as the Board
of
Directors may from time to time determine. The board may, without shareholders
approval, issue preferred stock with voting, dividend, liquidation and
conversion rights that could dilute the voting strength of our common
shareholders and may assist management in impeding an unfriendly takeover or
attempted changes in control. There are no restrictions on our ability to
repurchase or reclaim our preferred shares while there is any arrearage in
the
payment of dividends on our preferred stock.
The
financial statements from our inception on September 27, 2006 to April 30,
2007
included in this prospectus have been audited by Malone & Bailey, PC which
are independent registered certified public accountants, to the extent and
for
the periods set forth in its report and are incorporated herein in reliance
upon
such report given upon the authority of said firm as experts in auditing and
accounting.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES
Our
Bylaws, subject to the provisions of Nevada law, contain provisions which allow
the corporation to indemnify any person against liabilities and other expenses
incurred as the result of defending or administering any pending or anticipated
legal issue in connection with service to us if it is determined that person
acted in good faith and in a manner which he reasonably believed was in the
best
interest of the corporation. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our directors, officers
and
controlling persons, we have been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
DESCRIPTION
OF BUSINESS
We
were
incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. Our address
is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, and our telephone
number is (626) 4072622. We have a website at www.nasunrise.com. Nothing on
this
website is part of this prospectus.
Proposed
Business
Sunrise
Global, Inc. is a recycled industrial waste resale company with operations
to be
based in the United States and China. We were formed to sell recycled industrial
waste material to customers in China. Our main operations and services will
include acquisition of recyclable materials such as scrap metals, plastic,
cardboard, and paper sourced from suppliers not yet identified and the resale
of
such material to customers in China. We believe the use of recycled material
is
both environmentally friendly and is a key part of today's competitive
manufacturing process to lower costs. We believe our major customers, not yet
identified, will be Chinese manufacturers and recycled material traders, which
are located mainly in the Chinese provinces of Guangdong, Shandong, Zhejiang
and
Jiangsu.
We
are a
development stage company that has generated no revenues from operations since
our incorporation on September 27, 2006. We have incurred losses since our
inception, have no operations and rely upon the sale of our securities and
funds
provided by management to cover expenses. In addition, our independent
accountant has issued an opinion indicating that there is substantial doubt
about our ability to continue as a going concern.
Since
our
inception, we have been primarily engaged in business planning activities,
including researching opportunities for sale of recycled material in China,
developing our economic models and financial forecasts, performing due-diligence
regarding potential sources for recycled material acquisition, shipping and
potential customers, and raising capital.
To
implement our business plan, we will need to secure and negotiate acquisition
contracts with acceptable terms for:
|
·
|
Sources
of raw material
|
|
·
|
Acquisition
of our recycled materials by customers in
China
|
We
have
no binding contracts, agreements or commitments for any of these required
activities. We have no sources of financing for implementation of our business
plan identified.
Competition
The
markets for our products and services are competitive, and we face competition
from a number of sources. Many of our competitors have substantially greater
resources than us. Those resources may include greater name recognition; larger
product lines; complementary lines of business; and greater financial,
marketing, information systems, and other resources. We can give no assurance
that competitive pressures will not materially and adversely affect the
Company's business, financial condition, and results of operations.
Our
competitors include Kramer Metals, Inc., R & P Renovators, LLC,
Kramer/Spirtas, LLC, Rail Prop, LLC, Sancon Resources Recovery, Inc., and
Spectrum Alloys, Inc., International Metals Ekco, Ltd. Tri Alloy Group, LLC.
,
California Metal-X, Metal Briquetting Company, and The Strelitz Company,
Inc.
We
believe we will be able to compete effectively with these competitors because
(1) we are native in the Chinese market, we know how to deal with the local
markets there; (2) We know many local buyers who want to cooperate with us
so as
to create win-win solution for cross border business operations; (3) Our
business model will allow us to reduce cost, which will create a competitive
advantage over our competitors.
Intellectual
Property
None.
Employees
We
currently have no other employees other than Mr. Sun. In his capacity as our
President, Mr. Sun currently devotes approximately 20% of his time to our
business and anticipates that after the next 12 months he will increase his
commitment to spending approximately 50% of his time working on our business.
Our President Mr. Sun may not be able to devote the time necessary to our
business to assure successful implementation of our business plan.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with our financial statements
and the notes thereto which appear elsewhere in this report. The results shown
herein are not necessarily indicative of the results to be expected in any
future periods. This discussion contains forward-looking statements based on
current expectations, which involve uncertainties. Actual results and the timing
of events could differ materially from the forward-looking statements as a
result of a number of factors.
PLAN
OF
OPERATIONS
Our
plan
of operations for the twelve months following the date of this prospectus
is to
secure and negotiate acquisition contracts with acceptable terms
for:
|
·
|
Sources
of raw material
|
|
·
|
Acquisition
of our recycled materials by customers in
China
|
We
have
no binding contracts, agreements or commitments for any of these required
activities.
Over
the
next 12 months, we anticipate spending about $25,000 on marketing and another
$25,000 on administrative costs, including professional fees and general
business expenses, including costs related to complying with our filing
obligations as a reporting company. As our operations become more complex,
it is
anticipated that these costs will increase. We intend to cover these costs
from
current cash on hand or loans from management.
Our
cash
on hand, $41,300 as of April 30, 2007, is sufficient to cover only a portion
of
marketing and administrative expenses. We will require additional funding of
$200,000 to implement this Plan of Operations during the next 12 months and
at
least $300,000 additional funding to implement our business plan.
Until
such financing is arranged, we will rely on director loans in order to cover
our
costs of operations. Our sole director, Mr. Sun has indicated that he is
prepared to loan funds to us, but there are no formal arrangements in this
regard. He is not legally obligated to loan funds to us. There is no guarantee
that we will receive such loans.
Results
of Operations for the Period from Inception through April 30,
2007
We
have
earned no revenues from our incorporation on September 27, 2006 to April 30,
2007. We do not anticipate earning any significant revenues from operations
until we establish business relationship with buyers in China who commit to
buy
products from us and that we can successfully sources those products from our
suppliers in the United States, of which there is no guarantee.
We
incurred operating expenses in the amount of $5,702 for the period from our
inception on September 27, 2006 to April 30, 2007. These operating expenses
were
comprised of website development and incorporation of the Company.
We
have
not attained profitable operations and are dependent upon obtaining financing
to
complete our business plan. Our independent auditors have indicated in their
audit report for the quarter ended at April 30, 2007 that there is substantial
doubt about our ability to continue as a going concern over the next twelve
months. Our poor financial condition could inhibit our ability to achieve our
business plan and therefore an investor cannot determine if we will ever become
profitable.
DESCRIPTION
OF PROPERTY
Our
principal offices are located at 201 W. Garvey Ave. Suite 102-208, Monterey
Park, CA 91754, which is provided by Mr. Sun at no cost to us.
We
do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property in insure.
We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
Except
for
·
|
The
initial issuance of 1,500,000 shares of stock to Mr. Sun valued at
$10,000
for contributed services;
|
·
|
Since
inception on September 27, 2006 to April 30, 2007, the chief executive
officer of Sunrise loaned $702 for operating expenses which is unsecured
and due on demand; and
|
·
|
Sunrise’s
principal office is in the office of our president pursuant to a
verbal
agreement on a rent-free month-to-month
basis,
|
none
of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
|
·
|
Any
of our directors or officers;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
|
|
·
|
Our
promoters, Shaojun Sun; or
|
|
·
|
Any
member of the immediate family of any of the foregoing
persons.
|
Market
Information
There
is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained. A shareholder
in
all likelihood, therefore, will not be able to resell his or her securities
should he or she desire to do so when eligible for public resales. Furthermore,
it is unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements, or understandings with any person with regard to the
development of a trading market in any of our securities.
Options,
Warrants, Convertible Securities
There
are
no options, warrants or convertible securities outstanding.
Penny
Stock Considerations
Our
shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.
Under
the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer or accredited investor must make a special
suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth
in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required
to:
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commissions relating to the
penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the securities;
|
|
·
|
Send
monthly statements disclosing recent price information pertaining
to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks; and
|
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement
to the transaction, prior to conducting any penny stock transaction
in the
customer's account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market
and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements could impede
the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders
will,
in all likelihood, find it difficult to sell their securities.
OTC
Bulletin Board Qualification for Quotation
To
have
our shares of common stock on the OTC Bulletin Board, a market maker must file
an application on our behalf in order to make a market for our common stock.
We
have engaged in preliminary discussions with an NASD Market Maker to file our
application on Form 211 with the NASD, but as of the date of this prospectus,
no
filing has been made. Based upon our counsel's prior experience, we anticipate
that after this registration statement is declared effective, it will take
approximately 2 - 8 weeks for the NASD to issue a trading symbol.
Sales
of our common stock under Rule 144.
Once
this
registration statement is effective, the shares of our common stock being
offered by our selling shareholders will be freely tradable without restrictions
under the Securities Act of 1933, except for any shares held by our
"affiliates," which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.
All
of
1,500,000 shares of our common stock held by affiliates are restricted
securities under Rule 144 of the Securities Act of 1933. None of our shares
held
by affiliates are currently eligible for resale until 90 days after the
effective date of this registration statement. In general, persons holding
restricted securities, including affiliates, must hold their shares for a period
of at least one year, may not sell more than one percent of the total issued
and
outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. These restrictions do
not
apply to resales under Rule 144(k). The availability for sale of substantial
amounts of common stock under Rule 144 could reduce prevailing market prices
for
our securities.
Once
this
registration statement is effective, the shares of our common stock being
offered by our selling shareholders will be freely tradable without restrictions
under the Securities Act of 1933.
In
addition to the shares available for resale under this registration statement,
as a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, beginning 90
days
after the date of this prospectus, assuming the volume and method of sale
limitations in Rule 144 can be satisfied to the extent required. The
volume limitations limit affiliate sales to no more than 1% of our total issued
and outstanding securities every 90 days. The manner of sale limitations require
sales through a broker on the market in an unsolicited transaction. The
availability for sale of substantial amounts of common stock under Rule 144
could reduce prevailing market prices for our securities
Holders
As
of the
date of this registration statement, we had 45 shareholders of record of our
common stock.
Dividends
We
have
not declared any cash dividends on our common stock since our inception and
do
not anticipate paying such dividends in the foreseeable future. We plan to
retain any future earnings for use in our business. Any decisions as to future
payments of dividends will depend on our earnings and financial position and
such other facts, as the Board of Directors deems relevant.
Reports
to Shareholders
As
a
result of this offering, we will become subject to the information and reporting
requirements of the Securities Exchange Act of 1934 and will file periodic
reports, proxy statements, and other information with the Securities and
Exchange Commission through December 31, 2007, assuming this registration
statement is declared effective before that date. By filing a Form 8-A, we
will
continue as a mandatory reporting company and will be subject to the proxy
statement or other information requirements of the 1934 Act.
We
have
filed with the Securities and Exchange Commission a registration statement
on
Form SB-2 statement. For further information about us and the shares of common
stock to be sold in the offering, please refer to the registration statement
and
the exhibits and schedules thereto. The registration statement and exhibits
may
be inspected, without charge, and copies may be obtained at prescribed rates,
at
the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference
Room
by calling the SEC at 1-800-SEC-0330. The registration statement and other
information filed with the SEC are also available at the web site maintained
by
the SEC at http://www.sec.gov.
Management
Compensation
Our
management has received no compensation since inception and we have no
agreements in place to pay any compensation to management, although we may
enter
into such agreements in the future.
Board
Compensation
Members
of our Board of Directors do not receive compensation for their services as
Directors.
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Sunrise
Global Inc.
(A
Development Stage Company)
Monterey
Park, California
We
have
audited the accompanying balance sheet of Sunrise Global Inc. as of April 30,
2007 and the related statements of expenses, cash flows and stockholders’ equity
for the period from September 27, 2006 (inception) through April 30, 2007.
These
financial statements are the responsibility of Sunrise Global, Inc. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sunrise Global Inc. as of April
30,
2007, and the results of its operations and its cash flows for the period
described in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that Sunrise
Global Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Sunrise Global, Inc. has minimal operations and has since
its inception accumulated a deficit, which raises substantial doubt about its
ability to continue as a going concern. Management’s plans regarding those
matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/
Malone & Bailey, PC
MALONE
& BAILEY, PC
www.malone-bailey.com
Houston,
Texas
May
9,
2007
SUNRISE
GLOBAL INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF APRIL 30, 2007
ASSETS
|
|
|
|
Current
assets
|
|
|
|
Cash
|
|
$
|
41,300
|
|
Prepaid
Expenses
|
|
|
10,000
|
|
TOTAL
ASSETS
|
|
$
|
51,300
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Advance
from company officers
|
|
$
|
702
|
|
TOTAL
LIABILITIES
|
|
|
702
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
Preferred
Stock, $.001par value; 100,000,000 shares authorized,
No
shares issued and outstanding
|
|
|
-
|
|
Common
Stock, $.001 par value; 100,000,000 shares authorized,
1,963,000
issued and outstanding
|
|
|
1,963
|
|
Additional
paid-in capital
|
|
|
54,337
|
|
Accumulated
deficit
|
|
|
(5,702
|
)
|
Total
Stockholders' Equity
|
|
|
50,598
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
51,300
|
|
See
accompanying summary of accounting policies and notes to financial
statements.
SUNRISE
GLOBAL INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF EXPENSES
For
the Period From September 27, 2006 (Inception)
Through
April 30, 2007
Expenses
|
|
|
|
Website
development costs
|
|
$
|
5,000
|
|
General
and administrative expenses
|
|
|
702
|
|
Total
Operating Expenses
|
|
|
5,702
|
|
Net
Loss
|
|
$
|
(5,702
|
)
|
Net
Loss per share - basic and diluted
|
|
$
|
(0.00
|
)
|
Weighted
average share outstanding - basic and diluted
|
|
|
1,592,279
|
|
See
accompanying summary of accounting policies and notes to financial
statements.
SUNRISE
GLOBAL INC.
(A
DEVELOPMENT STAGE COMPANY)
CASH
FLOWS
For
the Period From September 27, 2006 (Inception) Through April 30,
2007
Cash
Flows from Operating Activities:
|
|
|
|
Net
Loss
|
|
$
|
(5,702
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
Stocks
issued for services
|
|
|
5,000
|
|
Changes
in:
|
|
|
|
|
Prepaid
expenses
|
|
|
(10,000
|
)
|
Net
Cash Flows Used in Operations
|
|
|
(10,702
|
)
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
Issuance
of stock for cash
|
|
|
51,300
|
|
Advance
from company officer
|
|
|
702
|
|
Net
Cash Flows Provided by Financing Activities
|
|
|
52,002
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
41,300
|
|
Cash
and cash equivalents - Beginning of period
|
|
|
-
|
|
Cash
and cash equivalents - End of period
|
|
$
|
41,300
|
|
|
|
|
|
|
SUPPLEMENTARY
INFORMATION
|
|
|
|
|
Interest
Paid
|
|
$
|
-
|
|
Income
Taxes Paid
|
|
$
|
-
|
|
See
accompanying summary of accounting policies and notes to financial
statements.
SUNRISE
GLOBAL INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the Period from September 27, 2006 (Inception) Through April 30,
2007
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
Common
Stock
|
|
Additional
Paid-in
|
|
Accumulated
During the Development
|
|
Total
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Stage
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception
- September 27, 2006
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stocks to founder
|
|
|
1,500,000
|
|
|
1,500
|
|
|
8,500
|
|
|
-
|
|
|
10,000
|
|
Issuance
of stocks to consultant for service
|
|
|
50,000
|
|
|
50
|
|
|
4,950
|
|
|
-
|
|
|
5,000
|
|
Issuance
of stocks to investors for cash
|
|
|
413,000
|
|
|
413
|
|
|
40,887
|
|
|
-
|
|
|
41,300
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5,702
|
)
|
|
(5,702
|
)
|
Balance
- April 30, 2007
|
|
|
1,963,000
|
|
$
|
1,963
|
|
$
|
54,337
|
|
$
|
(5,702
|
)
|
$
|
50,598
|
|
See
accompanying summary of accounting policies and notes to financial
statements.
SUNRISE
GLOBAL, INC
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
NOTE
1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of
business. Sunrise Global, Inc was incorporated in Nevada on September 27, 2006.
Sunrise
Global was formed to sell recycled industrial waste material to customers in
China. The main operations and services of Sunrise will include acquisition
of
recyclable materials such as scrap metals, plastic, cardboard, and paper sourced
from suppliers not yet identified and the resale of such material to customers
in China.
Use
of
Estimates. In preparing financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities in the
balance sheet and revenue and expenses in the statements of operations. Actual
results could differ from those estimates.
Cash
and
Cash Equivalents. For purposes of the statement of cash flows, Sunrise considers
all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. As of April 30, 2007, cash only consisted
of monies held in checking accounts and CD accounts.
Property
and equipment is valued at cost. Additions are capitalized and maintenance
and
repairs are charged to expense as incurred. Gains and losses on dispositions
of
equipment are reflected in operations. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets, which is
five years for equipment.
Income
taxes. Sunrise recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Sunrise provides
a
valuation allowance for deferred tax assets for which it does not consider
realization to be more likely than not.
Net
Loss
Per Share Data. Basic and diluted net loss per common share are presented in
conformity with the SFAS No. 128, “Earnings Per Share”. Diluted net loss per
share is the same as basic net loss per share as the inclusion of outstanding
options and warrants until their exercise would be anti-dilutive. Basic
net income per share is computed by dividing net income available to common
shareholders (numerator) by the weighted average number of common shares
outstanding during the year (denominator). Diluted net income per share is
computed using the weighted average number of common shares and dilutive
potential common shares outstanding during the year. For the quarter ended
at
April 30, 2007, Sunrise had no dilutive potential common shares.
Recently
issued accounting pronouncements. Sunrise does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on
Sunrise’s results of operations, financial position or cash flow.
NOTE
2 -
GOING CONCERN
Since
its
inception, Sunrise has incurred losses and has been dependent on its majority
owner to provide cash resources to fund its operations. As of April 30, 2007,
Sunrise’s accumulated deficit was $5,702. The ability of Sunrise to emerge from
the development stage with respect to its planned principal business activity
is
dependent upon its success in raising additional equity financing and attaining
profitable operations. Management has plans to seek additional capital through
private placements and public offerings of its common stock. There is no
guarantee that Sunrise will be able to complete any of the above objectives.
These factors raise substantial doubt regarding Sunrise's ability to continue
as
a going concern.
NOTE
3 -
INCOME TAXES
Sunrise
uses the asset and liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. Since inception on September 27, 2006 to
April 30, 2007, Sunrise incurred net losses and, therefore, has no tax
liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved. The cumulative net operating loss carry-forward is $702
at
April 30, 2007, and expires in 2026.
At
April
30, 2007, deferred tax assets consisted of the following:
Deferred
tax assets
|
|
$
|
239
|
|
Less:
valuation allowance
|
|
|
(239
|
)
|
Net
deferred tax asset
|
|
$
|
—
|
|
NOTE
4 -
COMMON STOCK
Sunrise
issued 1,500,000 common founder shares to the chief executive officer of Sunrise
for $10,000.
Sunrise
issued 50,000 common shares to pay for the website development costs valued
at
$5,000.
Sunrise
issued 413,000 common shares to raise $41,300 from a private placement of
securities in 2007.
NOTE
5 -
RELATED PARTY TRANSACTIONS
Since
inception on September 27, 2006 to April 30, 2007, the chief executive officer
of Sunrise loaned $702 for operating expenses which is unsecured and due
on
demand.
Sunrise’s
principal office is in the office of our president pursuant to a verbal
agreement on a rent-free month-to-month basis.
None.
The
information in this prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION DATED
________
,
2007
SUNRISE
GLOBAL, INC.
Dealer
Prospectus Delivery Obligation
Until
_________ (90 days from the date of this prospectus) all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
Part
II-INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
Our
Articles of Incorporation and By-laws, subject to the provisions of Nevada
law,
contain provisions that allow the corporation to indemnify any person under
certain circumstances.
Nevada
law provides the following:
17-16-851.
Authority to indemnify.
(a)
Except as otherwise provided in this section, a corporation may indemnify an
individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if:
(i)
He
conducted himself in good faith; and
(ii)
He
reasonably believed that his conduct was in or at least Not opposed to the
corporation's best interests; and
(iii)
In
the case of any criminal proceeding, he had no reasonable cause to believe
his
conduct was unlawful; or
(iv)
He
engaged in conduct for which broader indemnification has been made permissible
or obligatory under a provision of the articles of incorporation, as authorized
by W.S. 17-16-202(b)(v).
(b)
A
director's conduct with respect to an employee benefit plan for a purpose he
reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of paragraph
(a)(ii) of this section.
(c)
The
termination of a proceeding by judgment, order, settlement, conviction, or
upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this
section.
(d)
Unless ordered by a court under W.S. 17-16-854(a)(iii) a corporation may not
indemnify a director under this section:
(i)
In
connection with a proceeding by or in the right of the corporation, except
for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the standard of conduct under subsection
(a) of this section; or
(ii)
In
connection with any proceeding with respect to conduct for which he was adjudged
liable on the basis that he received a financial benefit to which he was not
entitled.
(e)
Repealed By Laws 1997, ch. 190,ss.3.
17-16-852.
Mandatory indemnification.
A
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he was a director of the corporation against reasonable expenses incurred by
him
in connection with the proceeding.
17-16-853.
Advance for expenses.
(a)
A
corporation may, before final disposition of a proceeding, advance funds to
pay
for or reimburse the reasonable expenses incurred by a director who is a party
to a proceeding because he is a director if he delivers to the
corporation:
(i)
A
written affirmation of his good faith belief that he has met the standard of
conduct described in W.S. 17-16-851 or that the proceeding involves conduct
for
which liability has been eliminated under a provision of the articles of
incorporation as authorized by W.S. 17-16-202(b)(iv); and
(ii)
His
written undertaking to repay any funds if he is not entitled to mandatory
indemnification under W.S. 17-16-852 and it is ultimately determined that he
has
not met the standard of conduct described in W.S. 17-16-851.
(iii)
Repealed By Laws 1997, ch. 190,ss.3.
(b)
The
undertaking required by paragraph (a)(ii) of this section shall be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to the financial ability of the director to make
repayment.
(c)
Authorizations under this section shall be made:
(i)
By
the board of directors:
(A)
If
there are two (2) or more disinterested directors, by a majority vote of all
the
disinterested directors (a majority of whom shall for such purpose constitute
a
quorum) or by a majority of the members of a committee of two (2) or more
disinterested directors appointed by such a vote; or
(B)
If
there are fewer than two (2) disinterested directors, by the vote necessary
for
action by the board in accordance with W.S. 17-16-824(c), in which authorization
directors who do not qualify as disinterested directors
may
participate; or
(ii)
By
the shareholders, but shares owned by or voted under the control of a director
who at the time does not qualify as a disinterested director may not be voted
on
the authorization.
17-16-854.
Court-ordered indemnification and advance for expenses.
(a)
A
director who is a party to a proceeding because he is a director may apply
for
indemnification or an advance for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. After receipt of
an
application and after giving any notice it considers necessary, the court
shall:
(i)
Order
indemnification if the court determines that the director is entitled to
mandatory indemnification under W.S. 17-16-852;
(ii)
Order indemnification or advance for expenses if the court determines that
the
director is entitled to indemnification or advance for expenses pursuant to
a
provision authorized by W.S. 17-16-858(a); or
(iii)
Order indemnification or advance for expenses if the court determines, in view
of all the relevant circumstances, that it is fair and reasonable:
(A)
To
indemnify the director; or
(B)
To
advance expenses to the director, even if he has not met the standard of conduct
set forth in W.S. 17-16-851(a), failed to comply with W.S. 17-16-853 or was
adjudged liable in a proceeding referred to in W.S. 17-16-851(d)(i) or (ii),
but
if he was adjudged so liable his indemnification shall be limited to reasonable
expenses incurred in connection with the proceeding.
(b)
If
the court determines that the director is entitled to indemnification under
paragraph (a)(i) of this section or to indemnification or advance for expenses
under paragraph (a)(ii) of this section, it shall also order the corporation
to
pay the director's reasonable expenses incurred in connection with obtaining
court-ordered indemnification or advance for expenses. If the court determines
that the director is entitled to indemnification or advance for expenses under
paragraph (a)(iii) of this section, it may also order the corporation to pay
the
director's reasonable expenses to obtain court-ordered indemnification or
advance for expenses.
17-16-855.
Determination and authorization of indemnification.
(a)
A
corporation may not indemnify a director under W.S. 17-16-851 unless authorized
for a specific proceeding after a determination has been made that
indemnification of the director is permissible because he has met the standard
of conduct set forth in W.S. 17-16-851.
(b)
The
determination shall be made:
(i)
If
there are two (2) or more disinterested directors, by the board of directors
by
majority vote of all the disinterested directors (a majority of whom shall
for
such purpose constitute a quorum), or by a majority of the members of a
committee of two (2) or more disinterested directors appointed by such a
vote;
(ii)
Repealed By Laws 1997, ch. 190,ss.3.
(iii)
By
special legal counsel:
(A)
Selected in the manner prescribed in paragraph (i) of this subsection;
or
(B)
If
there are fewer than two (2) disinterested directors, selected by the board
of
directors (in which selection directors who do not qualify as disinterested
directors may participate); or
(iv)
By
the shareholders, but shares owned by or voted under the control of a director
who at the time does not qualify as a disinterested director may not be voted
on
the determination.
(c)
Authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible, except that if there are
fewer than two (2) disinterested directors, authorization of indemnification
shall be made by those entitled under paragraph (b)(iii) of this section to
select special legal counsel.
17-16-856.
Officers.
(a)
A
corporation may indemnify and advance expenses under this subarticle to an
officer of the corporation who is a party to a proceeding because he is an
officer of the corporation:
(i)
To
the same extent as a director; and
(ii)
If
he is an officer but not a director, to such further extent as may be provided
by the articles of incorporation, the bylaws, a resolution of the board of
directors or contract, except for:
(A)
Liability in connection with a proceeding by or in the right of the corporation
other than for reasonable expenses incurred in connection with the proceeding;
or
(B)
Liability arising out of conduct that constitutes:
(I)
Receipt by him of a financial benefit to which he is not entitled;
(II)
An
intentional infliction of harm on the corporation or the shareholders;
or
(III)
An
intentional violation of criminal law.
(iii)
A
corporation may also indemnify and advance expenses to a Current or former
officer, employee or agent who is not a director to the Extent, consistent
with
public policy that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors or contract.
(b)
The
provisions of paragraph (a)(ii) of this section shall apply to an officer who
is
also a director if the basis on which he is made a party to the proceeding
is an
act or omission solely as an officer.
(c)
An
officer of a corporation who is not a director is entitled to mandatory
indemnification under W.S. 17-16-852, and may apply to a court under W.S.
17-16-854 for indemnification or an advance for expenses, in each case to the
same extent to which a director may be entitled to indemnification or advance
for expenses under those provisions.
Our
Articles and By-Laws also provide for indemnification to the fullest extent
permitted under Nevada law.
With
regard to the foregoing provisions, or otherwise, we have been advised that
in
the opinion of the Securities and Exchange Commission, such indemnification
is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred
or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.
The
following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses.
We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.
ITEM
|
|
AMOUNT
|
|
|
|
|
|
SEC
Registration Fee*
|
|
|
|
|
Legal
Fees and Expenses
|
|
|
25,000
|
|
Accounting
Fees and Expenses*
|
|
|
25,000
|
|
Miscellaneous*
|
|
|
25,000
|
|
Total*
|
|
$
|
75,003
|
|
*
Estimated Figure
RECENT
SALES OF UNREGISTERED SECURITIES
On
September 27, 2006, our inception, there was an initial issuance of 1,500,000
shares of stock to Mr. Sun valued at $10,000 for contributed
services
From
11/03/2006 to 4/30/2007, we sold 413,000 shares of common stock to 43 non U.S.
citizens and residents at a price of $.10 for total consideration of $41,300.
We
relied
upon Regulation S of the Securities Act of 1933, as amended for the above
issuances to non US citizens or residents.
We
believed that Regulation S was available because:
|
·
|
None
of these issuances involved underwriters, underwriting discounts
or
commissions;
|
|
·
|
We
placed Regulation S required restrictive legends on all certificates
issued;
|
|
·
|
No
offers or sales of stock under the Regulation S offering were made
to
persons in the United States;
|
|
·
|
No
direct selling efforts of the Regulation S offering were made in
the
United States.
|
In
connection with the above transactions, although some of the investors were
accredited, we provided the following to all investors:
·
Access to all our books and records.
·
Access to all material contracts and
documents relating to our operations.
·
The oppurtunity to obtain any additional
information, to the extent we possessed such information, necessary to verify
the accuracy of the information to which the investors were given access.
Prospective
investors were invited to review at our offices at any reasonable hour, after
reasonable advance notice, any materials available to us concerning our
business. Prospective Investors were also invited to visit our offices.
EXHIBITS
Item
3
1.
Articles of Incorporation
2.
Bylaws
Item
4
Form
of
common stock Certificate of Sunrise Global, Inc. (1)
Item
5
Legal
Opinion of Williams Law Group, P.A.
Item
23
1.
Consent of Malone & Bailey, P.C.
2.
Consent of Williams Law Group, P.A. (included in Exhibit 5.1)
All
other
Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable
to
this filing.
(1)
Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws.
Information
pertaining to our common stock is contained in our Articles of Incorporation
and
Bylaws. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of our counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
The
undersigned Registrant hereby undertakes to:
(1)
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed
that
which was registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the
Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in
the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2)
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and
the
offering of the securities at that time to be the initial bona fide offering.
(3)
File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(4)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered
to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424 (§230.424 of
this chapter);
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf
of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
Each
prospectus filed pursuant to Rule 424(b)(§230.424(b) of this chapter) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on
Rule 430A (§230.430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will,
as to a
purchaser with a time of contract of sale prior to such first use, supersede
or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorized this registration statement
to be signed on our behalf by the undersigned, in
Los
Angeles
on May
10, 2007.
SUNRISE
GLOBAL, INC.
Title
|
|
Name
|
|
Date
|
|
Signature
|
Principal
Executive Officer
|
|
Shaojun
Sun
|
|
May
10, 2007
|
|
/s/
Shaojun Sun
|
Principal
Financial Officer and
|
|
Shaojun
Sun
|
|
May
10, 2007
|
|
/s/
Shaojun Sun
|
Principal
Accounting Officer
|
|
Shaojun
Sun
|
|
May
10, 2007
|
|
/s/
Shaojun Sun
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Title
|
|
Name
|
|
Date
|
|
Signature
|
Director
|
|
Shaojun
Sun
|
|
May
10, 2007
|
|
//s/
Shaojun Sun
|
EXHIBIT
3.2
BYLAWS
OF
SUNRISE
GLOBAL, INC.
I.
SHAREHOLDER'S MEETING.
.01
Annual Meetings.
The
annual meeting of the shareholders of this Corporation, for the purpose of
election of Directors and for such other business as may come before it, shall
be held at the registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be designated by the notice
of the meeting, on the first week in September of each and every year, at 1:00
p.m., commencing in 2007 but in case such day shall be a legal holiday, the
meeting shall be held at the same hour and place on the next succeeding day
not
a holiday.
Special
meetings of the shareholders of this Corporation may be called at any time
by
the holders of ten percent (10%) of the voting shares of the Corporation, or
by
the President, or by the Board of Directors or a majority thereof. No business
shall be transacted at any special meeting of shareholders except as is
specified in the notice calling for said meeting. The Board of Directors may
designate any place, either within or without the State of Nevada, as the place
of any special meeting called by the president or the Board of Directors, and
special meetings called at the request of shareholders shall be held at such
place in the State of Nevada, as may be determined by the Board of Directors
and
placed in the notice of such meeting.
Written
notice of annual or special meetings of shareholders stating the place, day,
and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder of record entitled
to
vote at the meeting. Such notice shall be given not less than ten (10) nor
more
than fifty (50) days prior to the date of the meeting, and such notice shall
be
deemed to be delivered when deposited in the United States mail addressed to
the
shareholder at his/her address as it appears on the stock transfer books of
the
Corporation.
Notice
of
the time, place, and purpose of any meeting may be waived in writing and will
be
waived by any shareholder by his/her attendance thereat in person or by proxy.
Any shareholder so waiving shall be bound by the proceedings of any such meeting
in all respects as if due notice thereof had been given.
.05
|
Quorum
and Adjourned Meetings.
|
A
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. A majority of the shares represented at a meeting, even if less
than a quorum, may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any
business may be transacted which might have been transacted at the meeting
as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
At
all
meetings of shareholders, a shareholder may vote by proxy executed in writing
by
the shareholder or by his/her duly authorized attorney in fact. Such proxy
shall
be filed with the secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of
its
execution, unless otherwise provided in the proxy.
Except
as
otherwise provided in the Articles of Incorporation or in these Bylaws, every
shareholder of record shall have the right at every shareholder's meeting to
one
(1) vote for every share standing in his/her name on the books of the
Corporation, and the affirmative vote of a majority of the shares represented
at
a meeting and entitled to vote thereat shall be necessary for the adoption
of a
motion or for the determination of all questions and business which shall come
before the meeting.
II.
DIRECTORS.
The
business and affairs of the Corporation shall be managed by its Board of
Directors.
.02
|
Number,
Tenure and Qualifications.
|
The
number of Directors of the Corporation shall be not less than one nor more
than
thirteen. Each Director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.
The
Directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause the Directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
In
case
of any vacancy in the Board of Directors, the remaining Directors, whether
constituting a quorum or not, may elect a successor to hold office for the
unexpired portion of the terms of the Directors whose place shall be vacant,
and
until his/her successor shall have been duly elected and qualified. Further,
the
remaining Directors may fill any empty seats on the Board of Directors even
if
the empty seats have never been occupied.
Any
Director may resign at any time by delivering written notice to the secretary
of
the Corporation.
At
any
annual, special or regular meeting of the Board of Directors, any business
may
be transacted, and the Board may exercise all of its powers. Any such annual,
special or regular meeting of the Board of Directors of the Corporation may
be
held outside of the State of Nevada, and any member or members of the Board
of
Directors of the Corporation may participate in any such meeting by means of
a
conference telephone or similar communications equipment by means of which
all
persons participating in the meeting can hear each other at the same time;
the
participation by such means shall constitute presence in person at such meeting.
A.
|
Annual
Meeting of Directors.
|
Annual
meetings of the Board of Directors shall be held immediately after the annual
shareholders' meeting or at such time and place as may be determined by the
Directors. No notice of the annual meeting of the Board of Directors shall
be
necessary.
Special
meetings of the Directors shall be called at any time and place upon the call
of
the president or any Director. Notice of the time and place of each special
meeting shall be given by the secretary, or the persons calling the meeting,
by
mail, radio, telegram, or by personal communication by telephone or otherwise
at
least one (1) day in advance of the time of the meeting. The purpose of the
meeting need not be given in the notice. Notice of any special meeting may
be
waived in writing or by telegram (either before or after such meeting) and
will
be waived by any Director in attendance at such meeting.
C.
|
Regular
Meetings of Directors.
|
Regular
meetings of the Board of Directors shall be held at such place and on such
day
and hour as shall from time to time be fixed by resolution of the Board of
Directors. No notice of regular meetings of the Board of Directors shall be
necessary.
A
majority of the Directors presently in office shall constitute a quorum for
all
purposes, but a lesser number may adjourn any meeting, and the meeting may
be
held as adjourned without further notice. At each meeting of the Board at which
a quorum is present, the act of a majority of the Directors present at the
meeting shall be the act of the Board of Directors. The Directors present at
a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a quorum.
By
resolution of the Board of Directors, the Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be
paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving
the
Corporation in any other capacity and receiving compensation therefore.
.09
|
Presumption
of Assent.
|
A
Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to
have assented to the action taken unless his/her dissent shall be entered in
the
minutes of the meeting or unless he/she shall file his/her written dissent
to
such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
.10
|
Executive
and Other Committees.
|
The
Board
of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an executive committee and
one
of more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors, in reference to amending the Articles of Incorporation, adoption
a
plan of merger or consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially all the property
and assets of the dissolution of the Corporation or a revocation thereof,
designation of any such committee and the delegation thereto of authority shall
not operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
.11
|
Chairman
of Board of Directors.
|
The
Board
of Directors may, in its discretion, elect a chairman of the Board of Directors
from its members; and, if a chairman has been elected, he/she shall, when
present, preside at all meetings of the Board of Directors and the shareholders
and shall have such other powers as the Board may prescribe.
Directors
may be removed from office with or without cause by a vote of shareholders
holding a majority of the shares entitled to vote at an election of Directors.
III.
ACTIONS BY WRITTEN CONSENT.
Any
corporate action required by the Articles of Incorporation, Bylaws, or the
laws
under which this Corporation is formed, to be voted upon or approved at a duly
called meeting of the Directors or shareholders may be accomplished without
a
meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
IV.
OFFICERS.
The
Officers of the Corporation shall be a president, one or more vice presidents
(the number thereof to be determined by the Board of Directors), a secretary
and
a treasurer, each of whom shall be elected by the Board of Directors. Such
other
Officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any Officer may be held by the same person,
except that in the event that the Corporation shall have more than one director,
the offices of president and secretary shall be held by different persons.
.02
|
Election,
Qualification and Term of Office.
|
Each
of
the Officers shall be elected by the Board of Directors. None of said Officers
except the president need be a Director, but a vice president who is not a
Director cannot succeed to or fill the office of president. The Officers shall
be elected by the Board of Directors. Except as hereinafter provide, each of
said Officers shall hold office from the date of his/her election until the
next
annual meeting of the Board of Directors and until his/her successor shall
have
been duly elected and qualified.
The
powers and duties of the respective corporate Officers shall be as follows:
The
president shall be the chief executive Officer of the Corporation and, subject
to the direction and control of the Board of Directors, shall have general
charge and supervision over its property, business, and affairs. He/she shall,
unless a Chairman of the Board of Directors has been elected and is present,
preside at meetings of the shareholders and the Board of Directors.
In
the
absence of the president or his/her inability to act, the senior vice president
shall act in his place and stead and shall have all the powers and authority
of
the president, except as limited by resolution of the Board of Directors.
The
secretary shall:
Keep
the
minutes of the shareholder's and of the Board of Directors meetings in one
or
more books provided for that purpose;
See
that
all notices are duly given in accordance with the provisions of these Bylaws
or
as required by law;
Be
custodian of the corporate records and of the seal of the Corporation and affix
the seal of the Corporation to all documents as may be required;
Keep
a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder;
Sign
with
the president, or a vice president, certificates for shares of the Corporation,
the issuance of which shall have been authorized by resolution of the Board
of
Directors;
Have
general charge of the stock transfer books of the corporation; and,
In
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him/her by the president or
by
the Board of Directors.
Subject
to the direction and control of the Board of Directors, the treasurer shall
have
the custody, control and disposition of the funds and securities of the
Corporation and shall account for the same; and, at the expiration of his/her
term of office, he/she shall turn over to his/her successor all property of
the
Corporation in his/her possession.
E.
|
Assistant
Secretaries and Assistant Treasurers.
|
The
assistant secretaries, when authorized by the Board of Directors, may sign
with
the president or a vice president certificates for shares of the Corporation
the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.
The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.
The
Board
of Directors shall have the right to remove any Officer whenever in its judgment
the best interest of the Corporation will be served thereby.
The
Board
of Directors shall fill any office which becomes vacant with a successor who
shall hold office for the unexpired term and until his/her successor shall
have
been duly elected and qualified.
The
salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
.01
|
Form
and Execution of Certificates.
|
Certificates
for shares of the Corporation shall be in such form as is consistent with the
provisions of the Corporation laws of the State of Nevada. They shall be signed
by the president and by the secretary, and the seal of the Corporation shall
be
affixed thereto. Certificates may be issued for fractional shares.
Shares
may be transferred by delivery of the certificates therefore, accompanied either
by an assignment in writing on the back of the certificates or by a written
power of attorney to assign and transfer the same signed by the record holder
of
the certificate. Except as otherwise specifically provided in these Bylaws,
no
shares shall be transferred on the books of the Corporation until the
outstanding certificate therefore has been surrendered to the Corporation.
.03
|
Loss
or Destruction of Certificates.
|
In
case
of loss or destruction of any certificate of shares, another may be issued
in
its place upon proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the Corporation. A new certificate may be
issued without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
VI.
BOOKS AND RECORDS.
.01
|
Books
of Accounts, Minutes and Share Register.
|
The
Corporation shall keep complete books and records of accounts and minutes of
the
proceedings of the Board of Directors and shareholders and shall keep at its
registered office, principal place of business, or at the office of its transfer
agent or registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the number of
shares held by each.
.02
|
Copies
of Resolutions.
|
Any
person dealing with the Corporation may rely upon a copy of any of the records
of the proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the president or secretary.
VII.
CORPORATE SEAL.
The
Corporation does not have to use a corporate seal, but may do so at its
discretion.
VIII.
LOANS.
No
loans
shall be made by the Corporation to its Officers or Directors.
IX.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
|
The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any proceeding, whether civil, criminal, administrative
or
investigative (other than an action by or in the right of the Corporation)
by
reason of the fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the request of
the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the Corporation to procure a judgment in the Corporation's favor
by
reason of the fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the request of
the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) and amount paid in settlement actually
and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
the
Corporation, and, with respect to amounts paid in settlement, the settlement
of
the suit or action was in the best interests of the Corporation; provided,
however, that no indemnification shall be made in respect of any claim, issue
or
matter as to which such person shall have been adjudged to be liable for gross
negligence or willful misconduct in the performance of such person's duty to
the
Corporation unless and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such
expenses as such court shall deem proper. The termination of any action or
suit
by judgment or settlement shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Corporation.
To
the
extent that a Director, Trustee, Officer, employee or Agent of the Corporation
has been successful on the merits or otherwise, in whole or in part in defense
of any action, suit or proceeding referred to in Paragraphs .01 and .02 above,
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
Any
indemnification under Paragraphs .01 and .02 above (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon
a
determination that indemnification of the Director, Trustee, Officer, employee
or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
determination shall be made (a) by the Board of Directors of the Corporation
by
a majority vote of a quorum consisting of Directors who were not parties to
such
action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more of
the
Directors, whether or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making such a determination
under this Paragraph .04 may determine that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others,
and
may reasonably prorate amounts to be paid as indemnification.
Expenses
incurred in defending civil or criminal action, suit or proceeding shall be
paid
by the Corporation, at any time or from time to time in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Paragraph .04 above upon receipt of an undertaking by or on behalf
of the Director, Trustee, Officer, employee or agent to repay such amount unless
it shall ultimately be by the Corporation is authorized in this Section.
The
indemnification provided in this Section shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law, bylaw,
agreement, vote of shareholders or disinterested Directors or otherwise, both
as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent and shall inure
to
the benefit of the heirs, executors, and administrators of such a person.
The
Corporation shall have the power to purchase and maintain insurance on behalf
of
any person who is or was a Director, Trustee, Officer, employee or agent of
the
Corporation, or is or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
assessed against such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power
to
indemnify such person against such liability.
.08
|
"Corporation"
Defined.
|
For
purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if
its separate existence had continued, would have had the power and authority
to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting stock of
which
is owned by such constituent corporation or is or was serving at the request of
such constituent corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or other enterprise,
shall
stand in the same position under the provisions of this Section with respect
to
the resulting or surviving Corporation as such person would have with respect
to
such constituent corporation if its separate existence had continued.
These
Bylaws may be amended, altered, or repealed at any regular or special meeting
of
the shareholders if notice of the proposed alteration or amendment is contained
in the notice of the meeting.
.02
|
By
the Board of Directors.
|
These
Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special meeting
of
the Board.
The
fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
The
rules
contained in the most recent edition of Robert's Rules or Order, Newly Revised,
shall govern all meetings of shareholders and Directors where those rules are
not inconsistent with the Articles of Incorporation, Bylaws, or special rules
or
order of the Corporation.
XIII.
|
REIMBURSEMENT
OF DISALLOWED EXPENSES.
|
If
any
salary, payment, reimbursement, employee fringe benefit, expense allowance
payment, or other expense incurred by the Corporation for the benefit of an
employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling
such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall
be
protected from having to bear the entire burden of disallowed expense
items.