SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB
                                  -----------

     (Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

     OR

     [_]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                        Commission file number: 000-50370

                           Sunrise U.S.A. Incorporated
  -----------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

State of Nevada                                                 33-1041835
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or organization)                              Identification No.)



3928 Bowdoin Street Des Moines, IA                                  50313
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

(515) 288-1042
--------------------------------------------------------------------------------
                            Issuer's telephone number

                                    No Change
  -----------------------------------------------------------------------------
             (Former name, former address and former fiscal year, If
                           changed since last report)

Securities registered under Section 12(b) of the Exchange Act: NONE

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

                         COMMON STOCK, $0.0001 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.   Yes [X]   No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  44,965,724 shares outstanding as of
June 30, 2004.

Transitional Small Business Disclosure Format:   Yes [ ]   No [X]


<PAGE>






                           SUNRISE U.S.A. INCORPORATED


                                      INDEX
                                      -----

                                                                         Page
                                                                         ----
PART I      FINANCIAL INFORMATION                                         3
Item 1.     Financial Statements                                          3
            Balance Sheet (Unaudited)                                     3
            Statement of Operations (Unaudited)                           4
            Statement of Cash Flow (Unaudited)                            5
            Notes to the Financial Statements                             6

Item 2.     Management's Discussion and Analysis and Plan
            of Operations                                                 7
Item 3.     Controls and Procedures                                       8

PART II     OTHER INFORMATION
Item 1.     Legal Proceedings                                             8
Item 2.     Changes in Securities                                         8
Item 3.     Defaults Upon Senior Securities                               8
Item 4.     Submission of matters to a Vote of Security Holders           8
Item 5.     Other Information                                             8
Item 6.     Exhibits and Reports on Form 8-K                              9
            Signatures                                                   10



































                                        2
<PAGE>






                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  Financial Statements
-----------------------------




<TABLE>
<CAPTION>
                           SUNRISE U.S.A. INCORPORATED
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)

                                                                     September 30      December 31
                                                                         2004              2003
                                                                                         Restated
                                                                     (Unaudited)        (Audited)
                                                                    --------------    --------------

                                     ASSETS

<S>                                                                 <C>               <C>
CURRENT ASSETS
  Cash                                                              $          73     $         415
                                                                    --------------    --------------

    Total current assets                                                       73               415
                                                                    --------------    --------------

    Total assets                                                    $          73     $         415
                                                                    ==============    ==============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $       1,000     $           -
  Notes payable                                                                 -                 -
  Notes payable - officers                                                 15,575             8,361
                                                                    --------------    --------------

    Total current liabilities                                              16,575             8,361
                                                                    --------------    --------------


    Total liabilites                                                       16,575             8,361

STOCKHOLDERS' EQUITY
  Preferred stock, $0.01 par value, 100,000 shares authorized,
    no shares issued and outstanding                                            -                 -
  Common stock, $0.0001 par value, 99,000,000 shares authorized,
    44,965,724 shares issued and outstanding                                4,497             4,497
  Additional paid-in capital                                            2,300,852         2,300,852
  Deficit accumulated during the development stage                     (2,321,851)       (2,313,295)
                                                                    --------------    --------------

                                                                          (16,502)           (7,946)
                                                                    --------------    --------------

    Total liabilities and stockholders' equity                      $          73     $         415
                                                                    ==============    ==============
</TABLE>




               The accompanying notes are an integral par of these
                         unaudited financial statements

                                        3
<PAGE>




<TABLE>
<CAPTION>
                           SUNRISE U.S.A. INCORPORATED
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)

                                                   Inception       Three Months     Three Months     Nine Months      Nine Months
                                                       to             Ended            Ended            Ended            Ended
                                                  September 30     September 30     September 30     September 30     September 30
                                                      2004             2004             2003             2004             2003
                                                 --------------   --------------   --------------   --------------   --------------

<S>                                              <C>              <C>              <C>              <C>              <C>
Revenues                                         $     247,066                -                -                -                -

Cost of sales                                          180,668                -                -                -                -
                                                 --------------   --------------   --------------   --------------   --------------

Gross profit (loss)                                     66,398                -                -                -                -

Selling, general and administrative expenses     $   1,742,137    $       1,000    $       5,960    $       8,556    $       6,694
                                                 --------------   --------------   --------------   --------------   --------------

Net income (loss) from operations                   (1,675,739)          (1,000)          (5,960)          (8,556)          (6,694)

Other expense
  Interest expense                                    (214,372)               -                -                -                -
  Loss on disposal of assets                            (2,143)               -                -                -                -
  Compensation and services                           (171,750)               -                -                -                -
                                                 --------------   --------------   --------------   --------------   --------------

Net loss before taxes and extraordinary item        (2,064,004)          (1,000)          (5,960)          (8,556)          (6,694)

Income tax benefit                                      24,500                -                -                -                -
                                                 --------------   --------------   --------------   --------------   --------------

Net loss before extraordinary item                  (2,039,504)          (1,000)          (5,960)          (8,556)          (6,694)

Extraordinary item
  Foreclosure gain, net of tax of $24,500               47,652                -                -                -                -
                                                 --------------   --------------   --------------   --------------   --------------

Net Loss                                         $  (1,991,852)   $      (1,000)   $      (5,960)   $      (8,556)   $      (6,694)
                                                 ==============   ==============   ==============   ==============   ==============

Basic net loss per share before
extraordinary item                               $    (0.04536)   $    (0.00002)   $    (0.00013)   $    (0.00019)   $    (0.00015)

Basic net income from extraordinary item               0.00106                -                -                -                -
                                                 --------------   --------------   --------------   --------------   --------------

Basic net loss per share                         $    (0.04430)   $    (0.00002)   $    (0.00013)   $    (0.00019)   $    (0.00015)
                                                 ==============   ==============   ==============   ==============   ==============

Weighted average shares outstanding                 44,965,724       44,965,724       44,965,724       44,965,724       44,965,724
                                                 ==============   ==============   ==============   ==============   ==============
</TABLE>





               The accompanying notes are an integral par of these
                         unaudited financial statements
                                        4
<PAGE>




<TABLE>
<CAPTION>
                           SUNRISE U.S.A. INCORPORATED
                          (A Development Stage Company)
                             Statement of Cash Flows
                                   (Unaudited)

                                                       Inception      Three Months    Three Months    Nine Months     Nine Months
                                                           to            Ended           Ended           Ended           Ended
                                                      September 30    September 30    September 30    September 30    September 30
                                                          2004            2004            2003            2004            2003
                                                     --------------  --------------  --------------  --------------  --------------

<S>                                                  <C>             <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $  (1,991,852)  $      (1,000)                  $      (8,557)  $      (6,694)
Adjustments to reconcile net loss to net cash flows
  from operating activities
    Depreciation and amortization                           66,672
    Stock issued for services                              410,648
    Services provided at no charge to the company          471,229
    Interest rolled into notes                              12,681
    Writeoff of formulas and technology                      3,669
    Gain on foreclosure, before tax effect                 (53,214)
    Expenses incurred by shareholders on behalf
    of the Company                                           4,961
    Rent contributed to capital                              1,200               -                                             900
    Changes in items of working capital:
       Accounts payable                                     51,293                                           1,000
       Accrued interest                                     69,746               -               -               -               -
                                                     --------------  --------------  --------------  --------------  --------------

       Net cash flows from operating activities           (952,967)         (1,000)              -          (7,557)         (5,794)

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of fixed assets for cash                      (10,140)              -               -               -               -
                                                     --------------  --------------  --------------  --------------  --------------

       Net cash flows from investing activities            (10,140)              -               -               -               -

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of promissory notes                           522,341                                               -           1,500
    Cash advanced by shareholders                          163,988             708                           7,215           4,561
    Payments on notes payable                             (339,121)                                              -
    Common stock                                           386,142                                               -
    Capital contributions                                  229,830               -               -               -             500
                                                     --------------  --------------  --------------  --------------  --------------

       Net cash flows from financing activities            963,180             708               -           7,215           6,561
                                                     --------------  --------------  --------------  --------------  --------------

       Net increase (decrease) in cash                          73            (292)              -            (342)            767

CASH, BEGINNING OF PERIOD
                                                                 -             365               -             415               -
                                                     --------------  --------------  --------------  --------------  --------------

CASH, END OF PERIOD                                  $          73   $          73   $           -   $          73   $         767
                                                     ==============  ==============  ==============  ==============  ==============
</TABLE>





               The accompanying notes are an integral par of these
                         unaudited financial statements
                                        5
<PAGE>




                           SUNRISE U.S.A. INCORPORATED
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements

Note 1 - Unaudited Financial Information
----------------------------------------

The unaudited financial  information  included for the nine-month interim period
ended  September 30, 2004 and 2003 were taken from the books and records without
audit.  However,  such information reflects all adjustments  (consisting only of
normal recurring adjustments, which are of the opinion of management,  necessary
to reflect properly the results of operations for the interim period presented).
The results of operations for the Nine-month period ended September 30, 2004 are
not  necessarily  indicative of the results  expected for the fiscal year ending
December 31, 2004.


Note 2 - Financial Statements
-----------------------------

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's  Annual Report on
Form 10-KSB for the year ended  December  31, 2003 as filed with the  Securities
and Exchange Commission and the audited financial statements included therein.


Note 3 - Basis of Presentation and Restatement
----------------------------------------------

The  accompanying  unaudited  financial  statements  include the accounts of the
Company  from the date of its  incorporation  (July 22, 1999) to the present and
the accounts of the Company's  predecessor USA Sunrise  Beverages,  Inc. for the
period from it's  incorporation  (August 13, 1990) to September 20, 2002.  Also,
the Company has restated it's financial  statements for the  Nine-months  ending
September  30,  2003 and for the year  ending  December  31, 2003 to include the
accounts of the Company's predecessor.




























                                        6
<PAGE>




Item 2.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

The following discussion of the plan of operations of the Company should be read
in  conjunction  with the  financial  statements  and the related  notes thereto
included  elsewhere in this  quarterly  report for the six months ended June 30,
2004.

The  expenses  related to the six month  period  ending June 30, 2004 consist of
accounts payable to Legal counsel and to nominal reimbursements to an officer of
the company for advances made.

Forward Looking Statements
--------------------------

Because the Company intends to take advantage of the "safe harbor" provisions of
the Private  Securities  Litigation  Reform Act of 1995,  the  Company  cautions
readers regarding forward looking  statements found in the following  discussion
and elsewhere in this registration statement and in any other statement made by,
or on the  behalf of the  Company,  whether  or not in future  filings  with the
Securities and Exchange  Commission.  Forward-looking  statements are statements
not  based on  historical  information  and which  relate to future  operations,
strategies, financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to   significant   business,   economic  and   competitive   uncertainties   and
contingencies, many of which are beyond the Company's control and many of which,
with  respect  to future  business  decisions,  are  subject  to  change.  These
uncertainties and contingencies can affect actual results and could cause actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statements  made by or on behalf  of the  Company.  The  Company  disclaims  any
obligation to update forward-looking statements.

Plan of Operation
-----------------

The  following  discussion  of the  Company's  Plan of  Operation is limited and
should be read in conjunction with the detailed description of the Company' Plan
of Operation  included in the Company's  Annual Report on Form 10-K for the year
ending December 31, 2003.

The Company is a shell  company and intends to seek to acquire  assets or shares
of an entity actively engaged in a business that generates revenues, in exchange
for the Company's securities (the "Business Combination").

The Company will not restrict its search to any specific business,  industry, or
geographical  location and the Company may participate in a business  venture of
virtually  any kind or nature.  This  discussion  of the  proposed  business  is
purposefully  general  and is  not  meant  to be  restrictive  of the  Company's
virtually  unlimited  discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one  potential  business  venture  because the  Company  has nominal  assets and
limited financial resources. This lack of diversification should be considered a
substantial  risk to  shareholders  of the Company because it may not permit the
Company to offset potential losses from one venture against gains from another.

Due to the  Company's  intent  to remain a shell  corporation  until a merger or
acquisition   candidate  is  identified,   it  is  anticipated   that  its  cash
requirements  shall be minimal,  and that all necessary  capital,  to the extent
required,  will be provided by the  directors or officers.  The Company does not
anticipate  that it will have to raise  capital in the next twelve  months.  The
Company also does not expect to acquire any plant or significant equipment.




                                        7
<PAGE>





The Company has no full time  employees.  The Company's  President and Secretary
have  agreed  to  allocate  a portion  of their  time to the  activities  of the
Company,  without compensation.  These officers anticipate that they will devote
the amount time required to implement the business plan;  however,  conflicts of
interest may arise with respect to the limited time commitment by such officers.
The Company does not expect any significant changes in the number of employees.


Item 3.  Controls and Procedures
--------------------------------

The Company  maintains a system of disclosure  controls and  procedures  that is
designed to provide reasonable assurance that information,  which is required to
be disclosed  by the Company in the reports  that it files or submits  under the
Securities and Exchange Act of 1934, as amended, is accumulated and communicated
to  management  in a timely  manner.  The  Company's  President  (the  principal
executive and chief financial  officer of the Company) has evaluated this system
of disclosure  controls and  procedures  as of the end of the period  covered by
this quarterly report,  and believe that the system is operating  effectively to
ensure appropriate disclosure.

The Company presently has a registration statement (Form 10-SB/A) on file before
the SEC, in  connection  with the  registration  of  10,615,724 of the Company's
outstanding  common shares (issued to shareholders when the Company was spun-off
from its former parent corporation).  In order to avoid the creation in a public
trading  market  of  the  Company's  stock  prior  to  the  SEC  acting  on  the
registration  statement,   certificates   representing  all  44,965,724  of  the
Company's  outstanding  common  shares are being held in escrow  pursuant  to an
Escrow Agreement of Lock-Up Letter,  which prohibit the transfer of these shares
in any public  transaction.  These  shares  will not be  released  to the owners
thereof  unless and until the Company  closes on the Business  Combination  (see
"Item 2.  Management's  Discussion  and  Analysis or Plan of Operation - Plan of
Operation").

There  has been no change  in the  Company's  internal  control  over  financial
reporting  that  occurred  during the last fiscal  quarter  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


PART II OTHER INFORMATION
-------------------------

Item 1.  Legal Proceedings - None
--------------------------


Item 2.  Changes in Securities - None
------------------------------


Item 3.  Defaults Upon Senior Securities - None
----------------------------------------


Item 4.  Submission of Matters to a Vote of Security Holders - None
------------------------------------------------------------


Item 5.  Other Information - None.
--------------------------









                                        8
<PAGE>






Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  Exhibits

For a complete set of Exhibits,  reference is made to the  Company's  Form 10-SB
and Form 10-SB  Amendment  No. 1 and  Amendment  No. 2, and the Annual Report on
Form 10-KSB for the year ended December 31, 2003.

Exhibit Number      Exhibit
--------------      -------
3(i)                Certificate Incorporation
3(ii)               Articles of Incorporation - Bylaws
3(iii)              Amendments to Articles of Incorporation
3(iv)               Amendments to Articles of Incorporation October 30, 2003
4.1                 Description of Securities
4.1(i)              Sample Common Stock Share Certificate
4.1(ii)             Description of Securities
4.1(iii)            Sample $0.0001 par value Common Stock Share Certificate
4.1(iv)             Share Escrow Agreement
4.1(v)              Form of Lock-Up Agreement
4.2                 Resolution to Incorporate Spin-Off
4.3                 Resolution for the Transfer of Intellectual Assets
4.4                 Resolution Stock Dividend
10.1                Letter of Intent with Paul Miller Sr.  Trust Dated March 31,
                    2003
10.2                Stock Purchase Agreement Among The Purchasers Executing This
                    Agreement and Omar Barrientos and Other  Stockholders of USA
                    Sunrise Beverage, Inc. dated September 23, 2002
10.6                Quit Claim Deed and Release  dated  August 18, 1998  between
                    Dakota  Mining  and  Construction,   Inc.  and  USA  Sunrise
                    Beverages, Inc. (3)
10.8                Loan  Agreement  between  Omar  Barrientos  and USA  Sunrise
                    Beverages, Inc. dated January 1, 1994 (3)
10.9                Note  Agreement  between  Dr.  Neil  Kurti  and USA  Sunrise
                    Beverages, Inc. dated November 11, 1995 (3)
10.9(i)             Note Satisfaction and Release between Dr. Neil Kurti and USA
                    Sunrise Beverages, Inc. dated September 6, 2002
10.9(ii)            Agreement For  Satisfaction  and Release between Paul Miller
                    Sr. Trust and USA Sunrise Beverages, Inc. dated September 4,
                    2002.
10.9(iii)           Satisfaction  of  Judgment of Dr.  Vincent E.  Eilers  dated
                    January 19, 2004
10.9(iv)            Satisfaction and Release between Tesoro  Corporation and USA
                    Sunrise Beverages, Inc. executed June, 2002
*31                 Rule 13a-14(a)/15d-14(a) Certifications
*32                 Section 1350 Certification

                    * Filed herewith.

(b)  Reports on Form 8-K

Pursuant  to the  requirements  of Section  203 Audit  Partner  Rotation  of the
Sarbannes-Oxley  Act of 2002 the  Company's  accountants,  Comiskey  &  Company,
resigned effective October 1, 2004.  Accordingly,  the Company filed From 8-K on
October 12, 2004.




                                        9
<PAGE>




                                   SIGNATURES
                                   ----------

In accordance  with the  requirement of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.


                                               Sunrise U.S.A. Incorporated
                                               -----------------------------


Date   November 15, 2004                       /s/ OMAR G. BARRIENTOS
       -----------------                       -----------------------------
                                               Omar G. Barrientos, President
                                               Principal Financial & Accounting
                                               Officer











































                                       10