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, 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
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                 (Name of Small Business Issuer in its charter)


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



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

(515) 288-1042
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                            Issuer's telephone number

                                    No Change
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              (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                                              9
Item 1.     Legal Proceedings                                              9
Item 2.     Changes in Securities                                          9
Item 3.     Defaults Upon Senior Securities                                9
Item 4.     Submission of matters to a Vote of Security Holders            9
Item 5.     Other Information                                              9
Item 6.     Exhibits and Reports on Form 8-K                               9
            Signatures                                                    10

































                                        2
<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements


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



<TABLE>
<CAPTION>
                                                                    June 30,      December 31,
                                                                      2004           2003
                                                                    (unaudited)     (audited)
ASSETS

CURRENT ASSETS
<S>                                                                <C>           <C>
   Cash                                                            $        365  $        415
   Total current assets                                                     365           415
                                                                   ------------  ------------
Total Assets                                                                365           415

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                                $      1,000  $
   Notes payable - officers                                              14,867         8,361
                                                                   ------------  ------------
   Total Current Liabilities                                             15,867         8,361

Commitments and Contingencies                                                 0             0

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, $0.01 par value, 1,000,000
      shares, no shares issued and outstanding                                0             0
   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                                           274,910       274,910
   Retained earnings (deficit)                                         (287,353)     (287,353)
                                                                   ------------  ------------
   Total Stockholders' Equity (Deficit)                                 (15,502)       (7,946)
                                                                   ------------  ------------
Total Liabilities and Stockholders' Equity (Deficit)               $        365  $        415
</TABLE>


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















                                        3
<PAGE>




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


<TABLE>
<CAPTION>
                                       6 months ended   6 months ended
                                       June 30,2004     June 30,2003
<S>                                   <C>            <C>
Revenues                              $         0    $          0

Expenses                                    7,557           4,157

Net loss from operations                   (7,557)         (4,157)


Net income (loss)                     $    (7,557)   $    ( 4,157)

Basic net income (loss) per share     $   (0.0002)   $    (0.0001)

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
























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










                                        4
<PAGE>




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


<TABLE>
<CAPTION>
                                                        Inception       Six Months    Six Months
                                                      (July 22,1999)     Ended         Ended
                                                      to June 30, 04    June 30,04    June 30,03
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>              <C>             <C>
Net income (loss)                                   $    (294,909)   $     (7,558)   $     (4,157)
Adjustments to reconcile net loss to net cash
flows from operating activities
   Services paid in common stock                          171,750
   Impairment charge                                      106,157
   Expenses incurred by
      shareholders                                          4,661
   Accounts payable                                         1,000           1,000
   Rent contributed to capital                              1,500               -             600
                                                    -------------    ------------    ------------
   Net cash flows from operating
      activities                                           (9,841)         (6,558)         (3,557)

CASH FLOWS FROM INVESTING ACTIVITIES                            -               -               -
                                                    -------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                            -
                                                                                     ------------
   Cash advanced by shareholders                           10,206           6,508           4,324
                                                    -------------    ------------    ------------
Net cash flows from financing activities                   10,206           5,508           4,324
                                                    -------------    ------------    ------------
Net increase (decrease) in cash                               365             (50)            767
CASH, BEGINNING OF PERIOD                                       -             415               -
                                                    -------------    ------------    ------------

CASH, END OF PERIOD                                 $         365    $        365    $        767
                                                    -------------    ------------    ------------
</TABLE>



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




















                                        5
<PAGE>


 SUNRISE U.S.A. INCORPORATED
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Three Month Period Ended June 30, 2004

Note 1 - Unaudited Financial Information

The unaudited financial information included for the six-month interim period
ended June 30, 2004 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, 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.



































                                        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's
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.










                                        7
<PAGE>







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.

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.















                                        8
<PAGE>






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.

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 the Annual Report on Form 10-KSB for the
year ended December 31, 2003.

Exhibit          Exhibit
Number

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

*31              Rule 13a-14(a)/15d-14(a) Certifications
*32              Section 1350 Certification

                 * Filed herewith.

   (b) Reports on Form 8-K: None.








                                        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        June 8, 2004        /s/ OMAR G. BARRIENTOS
            ------------        ----------------------------------
                                       Omar G. Barrientos, President
                                       Principal Financial & Accounting Officer


































                                       10
<PAGE>




                                                                   Exhibit 31

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER

I, Omar G. Barrientos, certify that:

1. I have reviewed this annual report on Form 10-QSB of Sunrise U.S.A., Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

 a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

 b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

 c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

 d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial













                                       11
<PAGE>






reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

 a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

 b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.



Date: June 8, 2004

By: /s/ OMAR G. BARRIENTOS
Omar G. Barrientos
Chief Executive Officer
Chief Financial Officer

































                                       12
<PAGE>






                                                                   Exhibit 32
                                CERTIFICATION OF
                           CHIEF EXECUTIVE OFFICER OF
                           SUNRISE U.S.A. INCORPORATED
                       PURSUANT TO 18 U.S.C. SECTION 1350



I, Omar G. Barrientos, President and Chief Executive Officer of Sunrise U.S.A.
Incorporated (the "Company"), hereby certify that the accompanying report on
Form 10-QSB for the period ending June 30,2004 and filed with the Securities and
Exchange Commission on the date hereof pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Report") by the Company fully complies
with the requirements of that section.

I further certify that the information contained in the Report fairly presents,
in all material respects, the financial operations and results of operations of
the Company.




                           By: /s/ OMAR G. BARRIENTOS
                           Name:    Omar G. Barrientos
                           Date: June 8, 2004























                                       13