SECURITIES AND EXCHANGE COMMISSION				Washington, D.C. 20549**FORM 10-Q SB**

(Mark One)[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES				           EXCHANGE ACT OF 1934				          For the quarterly period ended JUNE 30, 2006[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES				           EXCHANGE ACT OF 1934           For the transition period from _________ to _________

Commission file number: 000-50370Sunrise U.S.A. Incorporated(Exact 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.)3203 E. Ovid Avenue. Des Moines, IA 50317(Address of principal executive offices)(515) 288-1042(Issuer's telephone number)No Change(Former name, former address and former fiscal year,				if changed since last report)

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 [  ]Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   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:				2,023,543 shares outstanding as of June 30, 2006.Transitional Small Business Disclosure Format:   Yes [  ]   No [X]

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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                                 | 7    |
|    |                                                                   |      |
| Item 2.      | Management’s Discussion and Analysis and Plan of Operations | 9    |
| Item 3.      | Controls and Procedures                                           | 10   |
|    |                                                                   |      |
| PART II      | OTHER INFORMATION                                                 |      |
| Item 1.      | Legal Proceedings                                                 | 10   |
| Item 2.      | Changes in Securities                                             | 10   |
| Item 3.      | Defaults Upon Senior Securities                                   | 10   |
| Item 4.      | Submission of matters to a Vote of Security Holders               | 10   |
| Item 5.      | Other Information                                                 | 10   |
| Item 6.      | Exhibits and Reports on Form 8-K                                  | 11   |
|              | Signatures                                                        | 11   |

2

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SUNRISE U.S.A. INCORPORATED				(A Development Stage Company)				Balance Sheet				(Unaudited)

|                                                                           |  | June 30                                                                                                                                            | **** | December 31                                                                                                                      |
|---------------------------------------------------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                           |  | 2006                                                                                                                                               | **** | 2005                                                                                                                             |
|                                                                           |  | (Unaudited)                                                                                                                                        | **** | (Audited)                                                                                                                        |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
| ASSETS                                                                    |  |                                                                                                                                                    |      |                                                                                                                                  |
| CURRENT ASSETS                                                            |  |                                                                                                                                                    |      |                                                                                                                                  |
| Cash                                                                      |  |  $                 199                                        |      |  $               900                                  |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
|      Total current assets                             |  |  $                 199                                        |      |  $               900                                  |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
|      Total assets                                     |  |  $                 199                                        |      |  $               900                                  |
|                                                                           |  | ============                                                                                                                                       |      | ============                                                                                                                     |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                      |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
| CURRENT LIABILITIES                                                       |  |                                                                                                                                                    |      |                                                                                                                                  |
| Accounts payable                                                          |  |  $              2,445                                                        |      |  $          42,448                                                             |
| Advances payable - officers advances                                      |  |                22,689                                                        |      |              14,258                                                  |
| Accrued payroll - officers compensation                                   |  |                37,500                                                        |      |              30,000                                                  |
| Notes payable                                                             |  | -                                                                                                                                        |      |                     -   |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
|      Total current liabilities                        |  |  $            62,634                                                                   |      |  $          86,706                                                             |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
|      Total liabilities                                |  |  $            62,634                                                                   |      |  $          86,706                                                             |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
| Commitments and Contingencies                                             |  |                        -   |      |                     -   |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
| 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,            |  |                                                                                                                                                    |      |                                                                                                                                  |
|      1,183,614 shares and 2,023,543 shares            |  |                                                                                                                                                    |      |                                                                                                                                  |
|      issued and outstanding as of                     |  |                                                                                                                                                    |      |                                                                                                                                  |
|      December 31, 2005 and June 30, 2006 respectively |  |  $                 202                                        |      |  $               181                                  |
| Additional paid-in capital                                                |  |           2,360,647                                                                                   |      |         2,320,068                                                                             |
| Deficit accumulated during the development stage                          |  |         (2,423,284)                                                                                             |      |       (2,406,055)                                                                                       |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
| Total stockholders' equity                                                |  |  $          (62,435)                                                                             |      |  $        (85,806)                                                                       |
|                                                                           |  |                                                                                                                                                    |      |                                                                                                                                  |
|                                                                 |  |                                                                                                                                                    |      |                                                                                                                                  |
|      Total liabilities and stockholders' equity       |  |  $                 199                                        |      |  $               900                                  |
|                                                                           |  | ============                                                                                                                                       |      | ============                                                                                                                     |

The accompanying notes are an integral part of these unaudited financial statements				3

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SUNRISE U.S.A. INCORPORATED				(A Development Stage Company)				Statement of Operations				(Unaudited)

|                                                                 |      | Three Months Ended |      | Six Months Ended                                                                                                           |      | Inception								Through                                                                                                   |
|-----------------------------------------------------------------|------|--------------------|------|----------------------------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------------------------|
|                                                                 | **** | June 30            | **** | June 30                                                                                                                    | **** | June 30                                                                                                                    | **** | June 30 |  | June 30 |
|                                                                 | **** | 2006               | **** | 2005                                                                                                                       | **** | 2006                                                                                                                       | **** | 2005 |  | 2006 |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Revenues                                                        |      |                    |      |                    -   |      |                    -   |  |                    -   |  |  $      247,066 |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Cost of sales                                                   |      |               |      |                    -   |      |                    -   |  |                    -   |  |          180,668 |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Gross profit (loss)                                             |      | -                  |      |                    -   |      |                    -   |  |                    -   |  |            66,398 |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Selling, general and administrative expenses                    |      | 8,750              |      | $          1,928                                                              |      |              9,729                                             |  |  $          4,370 |  |       1,836,069 |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Net income (loss) from operations                               |      | (8,750)            |      |             (1,928)                                                 |      |             (9,729)                                                 |  |             (4,370) |  |      (1,769,671) |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Other expense                                                   |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|    Interest expense                                   |      |                    |      |                    -   |      |                    -   |  |                    -   |  |         (214,372) |
|    Loss on disposal of assets                         |      |                    |      |                    -   |      |                    -   |  |                    -   |  |             (2,143) |
|   Compensation and services                                |      | 3,750              |      |                    -   |      | 7,500                                                                                                                      |  |                    -   |  |         (179,250) |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Net loss before taxes & extraordinary item                  |      | (12,500)           |      |             (1,928)                                                 |      |           (17,229)                                                            |  |             (4,370) |  |      (2,165,436) |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Income tax benefit                                              |      | -                  |      |                    -   |      |                                                                                                                       |  |                    -   |  |            24,500 |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Net loss before extraordinary item                              |      | (12,500)           |      | (1,928)                                                                                                                    |      |           (17,229)                                                            |  |             (4,370) |  |      (2,140,936) |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Extraordinary item                                              |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|    Foreclosure gain, net of tax of $24,500            |      | -                  |      |                    -             |      |                    -   |  |                    -   |  |            47,652 |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Net Loss                                                        |      | (12,500)           |      | $         (1,928)                                                                  |      |           (17,229)                                                            |  |  $         (4,370) |  |  $  (2,093,284) |
|                                                                 |      | ==========         |      | ===========                                                                                                                |      | ==========                                                                                                                 |  | ========== |  | ========== |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Basic net loss per share before							  extraordinary item |      | (0.00618)          |      |         (0.00163)                                                                       |      |         (0.00894)                                                                       |  |         (0.00369) |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Basic net income from extraordinary item                        |      | -                  |      |                    -   |      |                    -   |  |                    -   |  |  |
|                                                                 |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Basic net loss per share                                        |      | (0.00618)          |      |         (0.00163)                                                                       |      |         (0.00894)                                                                       |  |         (0.00369) |  |  |
|                                                                 |      | ==========         |      | ===========                                                                                                                |      | ==========                                                                                                                 |  | ========== |  |  |
|                                                       |      |                    |      |                                                                                                                            |      |                                                                                                                            |  |  |  |  |
| Weighted average shares outstanding                             |      | 2,023,543          |      |       1,183,309                                                                                   |      |       1,927,287                                                                                   |  |       1,183,309 |  |  |
|                                                                 |      | ==========         |      | ===========                                                                                                                |      | ==========                                                                                                                 |  | ========== |  |  |

The accompanying notes are an integral part of these unaudited financial statements				4

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

|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      | Inception                                                                                                   | ****  | Six Months                                                                                          | ****                                                                     | Six Months                                                                               |
|-----------------------------------------------------|------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|-------|-----------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      | Through                                                                                                     | ****  | Ended                                                                                               | ****                                                                     | Ended                                                                                    |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      | June 30                                                                                                     | ****  | June 30                                                                                             | ****                                                                     | June 30                                                                                  |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      | 2006                                                                                                        | ****  | 2006                                                                                                | ****                                                                     | 2005                                                                                     |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
| **CASH FLOWS FROM OPERATING ACTIVITIES**            |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |
| Net loss                                            |                                                            |  $     (2,093,284)                                                                                          |                                                                                                                                      | $  (17,229)                                                                                            |       |  $       (4,370)                                                 |
| 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 |                                                                                                                                      |                20,058                                          |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     | Rent contributed to capital                                |                                                                                                                                      |                  4,200                               |                                                                                                             | 600   |                                                                                                     | -                                                                        |
|                                                     | Changes in items of working capital:                       |                                                                                                                                      |                        |                                                                                                             |       |                                                                                                     |                                                                          |
|                                                     |                                                            | Accounts payable                                                                                                                     |                                                                                                                                      |                92,738                 |       | (3)                                                                                                 |                                                                          | -                                                                                        |
|                                                     |                                                            | Accrued officer's compensation                                                                                                       |                                                                                                                                      |                37,500                 |       | 7,500                                                                                               |                                                                          | -                                                                                        |
|                                                     |                                                            | Accrued interest                                                                                                                     |                                                                                                                                      |                69,746                 |       | -                                                                                                   |                                                                          | -                                                                                        |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                                     |                                                            | Net cash flows from operating activities                                                                                             |                                                                                                                                      |            (957,357)                                      |       | (9,132)                                                                                             |                                                                          |           (4,370)                           |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
| **CASH FLOWS FROM INVESTING ACTIVITIES**            |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |
|                                                     | Purchase of fixed assets for cash                          |                                                                                                                                      |              (10,140)                                                    |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                                     |                                                            | Net cash flows from investing activities                                                                                             |                                                                                                                                      |              (10,140)                           |       | -                                                                                                   |                                                                          |           (4,370)                           |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
| **CASH FLOWS FROM FINANCING ACTIVITIES**            |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |
|                                                     | Issuance of promissory notes                               |                                                                                                                                      |              522,341                                                     |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     | Cash advanced by shareholders                              |                                                                                                                                      |              168,504                                                     |                                                                                                             | 8,431 |                                                                                                     |             4,442 |
|                                                     | Payments on notes payable                                  |                                                                                                                                      |            (109,737)                                                               |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     | Common stock                                               |                                                                                                                                      |              386,142                                                     |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     | Capital contributions                                      |                                                                                                                                      |                     446               |                                                                                                             | -     |                                                                                                     | -                                                                        |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                                     |                                                            | Net cash flows from financing activities                                                                                             |                                                                                                                                      |              967,696                            |       | 8,431                                                                                          |                                                                          |             4,442                 |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                                     |                                                            | Net increase (decrease) in cash                                                                                                      |                                                                                                                                      |  $                 199 |       | $      (701)                                                               |                                                                          |  $              72 |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
| **CASH, BEGINNING OF PERIOD**                       |                                                            | -                                                                                                                                    |                                                                                                                                      | 900                                                                                                         |       |                  73 |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
|                                           |                                                            |                                                                                                                                      |                                                                                                                                      |                                                                                                             |       |                                                                                                     |                                                                          |                                                                                          |
| **CASH, END OF PERIOD**                             |                                                            |  $                 199                          |                                                                                                                                      | $        199                                                             |       |  $            145                       |
|                                                     |                                                            |                                                                                                                                      |                                                                                                                                      | ============                                                                                                |       | ============                                                                                        |                                                                          | ============                                                                             |

5

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| **Supplemental Disclosures of Cash Flow Information:**                    |  |                                                                             |  |                                               |  |  |
|---------------------------------------------------------------------------|--|-----------------------------------------------------------------------------|--|-----------------------------------------------|--|--|
| Cash paid during the period for:                                          |  |                                                                             |  |                                               |  |  |
|    Interest                                                     |  |  $            - |  | $        - |  |  |
|    Income taxes                                                 |  |  $            - |  | $        - |  |  |
| Supplemental Schedule of Non-cash Investing and					Financing Activities: |  |                                                                             |  |                                               |  |  |
| For the six months ended June 30, 2006                                    |  | None                                                                        |  |                                               |  |  |
| For the six months ended June 30, 2005                                    |  | None                                                                        |  |                                               |  |  |

The accompanying notes are an integral part of these unaudited financial statements				6

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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 Six-month interim period ended June 30, 2006 and 2005 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 Six month period ended June 30, 2006 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2006.				Note 2 - Financial Statements and Basis of Presentation				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, 2005 as filed with the Securities and Exchange Commission and the audited financial statements included therein.				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 its incorporation (August 13, 1990) to September 20, 2002.				Note 3 – Going Concern, Blank Check Company				The Company is a blank check 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 Company has incurred losses since its inception and has no on-going operations.  Further, the Company has current liabilities in excess of current assets.  In this regard, management intends to raise additional funds to pay its present liabilities and to fund future expenses through loans or through additional sales of its securities.  There is no assurance that the Company will be successful in raising these additional funds.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.				The Company entered into a Share Exchange Agreement dated June 7, 2006 which provides for a business combination with Pukka USA, Inc. a Utah corporation engaged in the business of developing, manufacturing and distributing electric vehicles aimed at revolutionizing the transportation industry (the “Pukka Acquisition”).  See Note 5 below.				Note 4 – Capital Stock				On February 15, 2006, the Company’s Board of Directors and a majority of the holders of the Company’s voting common stock (the “Consenting Stockholders”) adopted a resolution to (i) amend the Company's Articles of Incorporation to effect a reverse stock split, pursuant to which every thirty-eight (38) shares (the "Old Shares") of the Company's outstanding Common Stock would be exchanged for one (1) new share (the "New Shares") of Common Stock and (ii) to approve and implement the Company’s 2005 Stock Option Plan.  This action was reported on Schedule 14C filed with the Securities & Exchange Commission on February 28, 2006.  The accompanying financial statements have been restated for all periods presented to reflect this reverse stock split.

7

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8

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9

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10

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| Exhibit Number | Exhibit                                 |
|----------------|-----------------------------------------|
| 31 *           | Rule 13a-14(a)/15d-14(a) Certifications |
| 32 *           | Section 1350 Certification              |
|      |                                         |
|                | * Filed herewith.                       |

**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 | August 10, 2006                        | /s/ OMAR G. BARRIENTOS                                                       |
|      |                                                                                                                                                           | Omar G. Barrientos, President                                                                                                                                               |
|      |                                                                                                                                                           | Principal Financial & Accounting Officer                                                                                                                                |
|      |                                                                                                                                                           |                                                                                                                                                                             |

11

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