Nevada
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20-8767728
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2530 S. Birch Street
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Santa Ana, California
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92707
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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PART I - FINANCIAL INFORMATION |
1
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1
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2
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3
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4
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5
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6
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8
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PART II - OTHER INFORMATION |
10
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10
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10 | ||
10
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10
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10
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11
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Signatures |
12
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October 31,
2013
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April 30,
2013
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|||||||
ASSETS:
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||||||||
Current assets:
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||||||||
Cash
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$ | - | $ | 450 | ||||
Prepaid Expenses
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549 | 549 | ||||||
TOTAL ASSETS
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$ | 549 | $ | 999 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY:
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||||||||
Current liabilities:
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||||||||
Account payable
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1,800 | 1,800 | ||||||
Advance from company officers
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28,796 | 21,929 | ||||||
TOTAL LIABILITIES
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$ | 30,596 | $ | 23,729 | ||||
Stockholders' Deficit:
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||||||||
Common Stock, $.001 par value; 200,000,000 shares authorized,
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||||||||
3,357,830 issued and outstanding at October 31, 2013 and April 30, 2013
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3,358 | 3,358 | ||||||
Additional paid-in capital
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192,425 | 192,425 | ||||||
Deficit accumulated during the development stage
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(225,830 | ) | (218,513 | ) | ||||
Total Stockholders' Deficit
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(30,047 | ) | (22,730 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 549 | $ | 999 |
Inception
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||||||||||||||||||||
For the three months ended
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For the six months ended
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(September 27, 2006) through
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||||||||||||||||||
October 31
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October 31
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October 31,
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||||||||||||||||||
2013
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2012
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2013
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2012
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2013
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||||||||||||||||
Total Revenue
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$ | - | $ | - | $ | - | $ | - | $ | 14,886 | ||||||||||
Cost of goods sold
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- | - | - | - | 10,560 | |||||||||||||||
Selling, General and Administrative:
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||||||||||||||||||||
Website development costs
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$ | - | $ | - | $ | - | $ | - | 5,000 | |||||||||||
General and administrative expenses
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2,767 | 4,746 | 7,317 | 9,144 | 222,834 | |||||||||||||||
Loss from operations
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2,767 | 4,746 | 7,317 | 9,144 | 223,508 | |||||||||||||||
Other Expense:
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||||||||||||||||||||
Interest income net of interest expense
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- | - | - | - | (2,322 | ) | ||||||||||||||
Net Loss
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$ | (2,767 | ) | $ | (4,746 | ) | $ | (7,317 | ) | $ | (9,144 | ) | $ | (225,830 | ) | |||||
Net Loss per share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | n/a | |||||||
Weighted average share outstanding - basic and diluted
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3,357,830 | 3,357,830 | 3,357,830 | 3,357,830 | n/a |
Inception
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||||||||||||
For the six months ended
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(September 27, 2006)
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|||||||||||
October 31
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through
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|||||||||||
2013
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2012
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October 31, 2013
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||||||||||
Cash Flows from Operating Activities:
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||||||||||||
Net Loss
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$ | (7,317 | ) | $ | (4,746 | ) | $ | (225,830 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
Stocks issued for services
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- | - | 135,000 | |||||||||
Stocks issued for interest expenses
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- | - | 9,483 | |||||||||
Changes in:
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||||||||||||
Prepaid expenses
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- | - | (549 | ) | ||||||||
Accounts payable
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- | - | 1,800 | |||||||||
Net Cash Flows Used in Operating Activities
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(7,317 | ) | (4,746 | ) | (80,096 | ) | ||||||
Cash Flows from Financing Activities:
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||||||||||||
Advance from company officer
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6,867 | 4,000 | 32,562 | |||||||||
Proceeds from convertible note payable to related party
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- | - | 300,000 | |||||||||
Payment on related party loan
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- | - | (303,766 | ) | ||||||||
Proceed from stock for cash
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- | - | 51,300 | |||||||||
Net Cash Flows Provided in Financing Activities
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6,867 | 4,000 | 80,096 | |||||||||
Net Increase (Decrease) in Cash
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(450 | ) | (746 | ) | 0 | |||||||
Cash and cash equivalents - Beginning of period
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450 | 992 | - | |||||||||
Cash and cash equivalents - End of period
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$ | 0 | $ | 246 | $ | 0 | ||||||
SUPPLEMENTARY INFORMATION
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||||||||||||
Interest Paid
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$ | - | $ | - | $ | - | ||||||
Taxes Paid
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$ | - | $ | - | $ | - |
Item 1. | Legal Proceedings | |
None | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
See our Current Report on Form 8-K dated December 5, 2013 and filed with the SEC on December 10, 2013. | ||
Item 3. | Defaults Upon Senior Securities | |
None | ||
Item 4. | Submission of Matters to a Vote of Security Holders | |
None | ||
Item 5. | Other Information |
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1.
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See Current Report on Form 8-K dated December 5, 2013 and filed with the SEC on December 10, 2013 for a description of that certain Share Exchange Agreement dated December 5, 2013 by and among Sunrise Global Inc., George Gemayel, the sole stockholder (the “Stockholder”) of Greenkraft, Inc., a California corporation (“Greenkraft”) and Greenkraft, pursuant to which, on the December 6, 2013, Sunrise Global, issued 41,500,000 shares of its common stock to the Stockholder in consideration of the Stockholder’s transfer of all of his Greenkraft shares to our wholly-owned acquisition subsidiary, Greenkraft, Inc, a Nevada corporation (the “Acquisition Subsidiary)., at which time Greenkraft became Acquisition Subsidiary’s wholly owned subsidiary (the “Acquisition”). In connection with the Acquisition, Greenkraft cancelled 2,300,000 shares of Sunrise Global previously held by it. As a result of the Acquisition, Sunrise Global experienced a change in control, with the Stockholder acquiring control of Sunrise Global. Additionally, as a result of the Acquisition, Sunrise Global ceased being a shell company.
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2.
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On December 12, 2013, Greenkraft, Inc., a Nevada corporation, merged with and into Sunrise Global, Inc, and in connection therewith, the surviving entity changed its name to Greenkraft, Inc. effective December 27, 2013. Pursuant to the Nevada Revised Statutes, the name change may be effectuated by means of a short-form merger, which may be authorized by Sunrise Global’s board of directors without stockholder approval.
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3.
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On December 13, 2013, Sunrise Global filed a certificate of change pursuant to Nevada Revised Statutes 78.209 to (i) increase its authorized common stock from 200,000,000 to 400,000,000 shares and to and (ii) effectuate a 2-for-1 forward-split of its common stock. The Certificate of Change was filed with an effective date of December 27, 2013. Pursuant to the Nevada Revised Statutes, Sunrise Global’s board of directors is authorized to effectuate the forward stock split without stockholder approval.
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Item 6. | Exhibits | |
Exhibit
Number
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2.1
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Agreement and Plan of Merger dated December 11, 2013 between Sunrise Global Inc., a Nevada corporation and Greenkraft, Inc., a Nevada corporation.
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3.1
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Articles of Merger between Sunrise Global Inc. and Greenkraft Inc.(including name change to Greenkraft Inc.) filed with the Nevada Secretary of State on December 12, 2013.
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3.2
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Certificate of Change related filed with the Nevada Secretary of State on December 13, 2013.
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31.1
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Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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31.2
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Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema Linkbase Document
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Labels Linkbase Document
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101.PRE
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XBRL Taxonomy Presentation Linkbase Document
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SUNRISE GLOBAL INC. | |||
Dated:
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December 16, 2013
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By:
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/s/ George Gemayel
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George Gemayel
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|||
President and Chief Executive Officer
(Principal Executive Officer)
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|||
Dated:
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December 16, 2013
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By:
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/s/ Sosi Bardakjian
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Sosi Bardakjian
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|||
Chief Financial Officer
(Principal Financial Officer)
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SUNRISE GLOBAL, INC.,
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||
a Nevada corporation
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By:
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/s/ George Gemayel
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George Gemayel, President
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GREENKRAFT, INC.
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a Nevada corporation
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By:
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/s/ George Gemayel
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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o | If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from article one. |
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Name of
merging entity
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Greenkraft, Inc.
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Corporation
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Jurisdiction
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Entity type*
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Nevada
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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and,
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Sunrise Global Inc.
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Name of surviving entity
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Nevada | Corporation | |
Jurisdiction
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Entity type*
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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2) | Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190): |
Attn:
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c/o:
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3)
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Choose one:
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o
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The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
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x
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The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):
|
o
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If there are more than four merging entities, check box and attach an 8 1/2"
x 11" blank sheet containing the required information for each additional entity from the appropriate section of article four.
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(a)
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Owner's approval was not required from
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Greenkraft, Inc. |
Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
and, or;
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Sunrise Global Inc. |
Name of surviving entitiy, if applicable
|
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
and, or;
|
Name of surviving entitiy, if applicable
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
Name of merging entity, if applicable
|
and, or;
|
Name of surviving entitiy, if applicable
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
5)
|
Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
Article I -- Name of Corporation
Greenkraft, Inc.
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6)
|
Location of Plan of Merger (check a or b):
|
o
|
(a) The entire plan of merger is attached;
|
x
|
(b)The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).
|
7)
|
Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
8)
|
Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada
limited-liability
limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
|
o
|
If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from article eight:
|
Greenkraft, Inc.
|
||||
Name of merging entity
|
||||
X
|
President
|
12-11-2013
|
||
Signature
|
Title
|
Date
|
||
Name of merging entity
|
||||
X | ||||
Signature
|
Title
|
Date
|
||
Name of merging entity
|
||||
X | ||||
Signature
|
Title
|
Date
|
||
Name of merging entity
|
||||
X | ||||
Signature
|
Title
|
Date
|
||
Sunrise Global Inc.
|
||||
Name of surviving entity
|
||||
X
|
President
|
12-11-2013
|
||
Signature
|
Title
|
Date
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite
1
Carson City, Nevada 89701-4520
(775) 684 5708
Website:
www.nvsos.gov
|
Certificate of Change Pursuant
|
||
to NRS 78.209
|
||
USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
X | President | |
Signature of Officer |
Title
|
Nevada Secretary of State Stock Split
|
|
This form must be accompanied by appropriate fees.
|
Revised: 3-6-09
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/s/ George Gemayel
|
|
George Gemayel
|
|
President and Chief Executive Officer
|
/s/ Sosi Bardakjian
|
|
Sosi Bardakjian
|
|
Chief Financial Officer
|
By:
|
/s/ George Gemayel
|
|
Name:
|
George Gemayel
|
|
Title:
|
President and Chief Executive Officer
|
By:
|
/s/ Sosi Bardakjian
|
|
Name:
|
Sosi Bardakjian
|
|
Title:
|
Chief Financial Officer
|