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 SEPTEMBER 30, 2005				OR				[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE				          SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-50370Sunrise U.S.A. Incorporated				(Name of Small Business Issuer in its charter)State of Nevada                                                         33-1041835(State or other jurisdiction of                                 (I.R.S. EmployerIncorporation or organization)                             Identification No.)3928 Bowdoin St, Des Moines, IA                               50313				(Address of Principal Executive Offices)                      (Zip Code)(515) 288-1042				Issuer's telephone numberNo Change				(Former name, former address and former fiscal year,				If changed since last report)

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

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

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X] No [  ]				State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 44,965,724 shares outstanding as of September 30, 2005.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                                 | 6    |
|         |                                                                   |      |
| Item 2. | Management’s Discussion and Analysis and Plan of Operations | 7    |
| Item 3. | Controls and Procedures                                           | 8    |
|         |                                                                   |      |
| PART II | OTHER INFORMATION                                                 |      |
| Item 1. | Legal Proceedings                                                 | 8    |
| Item 2. | Changes in Securities                                             | 8    |
| Item 3. | Defaults Upon Senior Securities                                   | 8    |
| Item 4. | Submission of matters to a Vote of Security Holders               | 8    |
| Item 5. | Other Information                                                 | 8    |
| Item 6. | Exhibits and Reports on Form 8-K                                  | 9    |
|         | Signatures                                                        | 11   |
|         |                                                                   |      |

2

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PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements

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```

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

|                                                                                              | **September 30******                                                                                                                                                       | **** | **December 31,******                                                                                                                                                                         |
|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              | **2005******                                                                                                                                                               | **** | **2004******                                                                                                                                                                                 |
|                                                                                              | **(Unaudited)******                                                                                                                                                        | **** | **(Audited)******                                                                                                                                                                            |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
| **ASSETS******                                                                               |                                                                                                                                                                            |      |                                                                                                                                                                                              |
| CURRENT ASSETS                                                                               |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|      Cash                                                           |  $                132                                                                      |      |  $                   73                                                                       |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                         |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|           Total current assets             |                    132                                                           |      |                       73                                                            |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                         |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|           Total assets                     |  $                132                                                                      |      |  $                   73                                                                       |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                         |                                                                                                                                                                            |      |                                                                                                                                                                                              |
| **LIABILITIES AND STOCKHOLDERS' EQUITY******                                                 |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                         |                                                                                                                                                                            |      |                                                                                                                                                                                              |
| CURRENT LIABILITIES                                                                          |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|      Accounts payable                                               |  $           45,138                                                                                                 |      |  $            40,000                                                                                                             |
|      Accounts payable - officers advances                           |               21,534                                                                                      |      |                17,093                                                                                                  |
|      Accrued payroll - officers compensation                        |               15,000                                                                                      |      |                15,000                                                                                                  |
|      Notes payable                                                  |                             -  |      |                                -  |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                         |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|           Total current liabilities        |               81,672                                                                                      |      |                72,093                                                                                                  |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                    |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|           Total liabilites                 |               81,672                                                                                      |      |                72,093                                                                                                  |
|                                                                                    |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|      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, |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|         44,965,724 shares issued and outstanding     |                 4,497                                                                           |      |                  4,497                                                                                       |
|      Additional paid-in capital                                     |          2,302,052                                                                                                                 |      |           2,302,052                                                                                                                             |
|      Deficit accumulated during the development stage               |        (2,388,089)                                                                                                                           |      |         (2,378,569)                                                                                                                                       |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|                                                                                    |                                                                                                                                                                            |      |                                                                                                                                                                                              |
| Total Stockholders' equity                                                                   |             (81,540)                                                                                                |      |              (72,020)                                                                                                            |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |
|      Total liabilities and stockholders' equity                          |  $                132                                                                      |      |  $                   73                                                                       |
|                                                                                              |                                                                                                                                                                            |      |                                                                                                                                                                                              |

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

----

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

|                                                      | **Inception******                                                          | **** | **3 Months******                                                                                         | **** | **3 Months******                                                                                         | **** | **9 Months******                                                                                         | **** | **9 Months******                                                                                         |
|------------------------------------------------------|----------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------|
|                                                      | **Through******                                                            | **** | **Ended******                                                                                            | **** | **Ended******                                                                                            | **** | **Ended******                                                                                            | **** | **Ended******                                                                                            |
|                                                      | **Sept 30,******                                                           | **** | **Sept 30******                                                                                          | **** | **Sept 30******                                                                                          | **** | **Sept 30******                                                                                          | **** | **Sept 30******                                                                                          |
|                                                      | **2005******                                                               | **** | **2005******                                                                                             | **** | **2004******                                                                                             | **** | **2005******                                                                                             | **** | **2004******                                                                                             |
|                                                      | **(Unaudited)******                                                        | **** | **(Unaudited)******                                                                                      | **** | **(Unaudited)******                                                                                      | **** | **(Unaudited)******                                                                                      | **** | **(Unaudited)******                                                                                      |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Revenues                                             |           247,066             |      |                                                                                                          |      |                                                                                                          |      |                 -   |      |                                                                                                          |
|                                       |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Cost of sales                                        |           180,668             |      |                                                                                                     |      |                                                                                                     |      |                 -   |      |                                                                                                     |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Gross profit (loss)                                  |             66,398  |      |                 -   |      |                 -   |      |                 -   |      |                 -   |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Selling, general and administrative expenses         |        1,808,374                             |      |           5,150                                             |      |           1,000                                             |      |           9,520                                             |      |           8,556                                             |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Net income (loss) from operations                    |      (1,741,976)                                       |      |          (5,150)                                                 |      |          (1,000)                                                 |      |          (9,520)                                                 |      |          (8,556)                                                 |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Other expense                                        |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|    Interest expense                        |         (214,372)                       |      |                                                                                                          |      |                                                                                                          |      |                 -   |      |                                                                                                          |
|    Loss on disposal of assets              |             (2,143) |      |                                                                                                          |      |                                                                                                          |      |                 -   |      |                                                                                                          |
|   Compensation and services                     |         (171,750)                       |      |                                                                                                     |      |                                                                                                     |      |                 -   |      |                                                                                                     |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Net loss before taxes and extraordinary item         |      (2,130,241)                                       |      |          (5,150)                                                 |      |          (1,000)                                                 |      |          (9,520)                                                 |      |          (8,556)                                                 |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Income tax benefit                                   |             24,500  |      |                                                                                                     |      |                                                                                                     |      |                                                                                                     |      |                                                                                                     |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Net loss before extraordinary item                   |      (2,105,741)                                       |      |          (5,150)                                                 |      |          (1,000)                                                 |      |          (9,520)                                                 |      |          (8,556)                                                 |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Extraordinary item                                   |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|    Foreclosure gain, net of tax of $24,500 |             47,652  |      |                                                                                                     |      |                                                                                                     |      |                 -   |      |                                                                                                     |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Net Loss                                             |      (2,058,089)                                       |      |          (5,150)                                                 |      |          (1,000)                                                 |      |          (9,520)                                                 |      |          (8,556)                                                 |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Basic net loss per share before extraordinary item   |         (0.04683)                       |      |      (0.00011)                                                                       |      |      (0.00002)                                                                       |      |      (0.00021)                                                                       |      |      (0.00019)                                                                       |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Basic net income per share from extraordinary item   |           0.00106             |      |                 -   |      |                 -   |      |                 -   |      |                 -   |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Basic net loss per share                             |         (0.04577)                       |      |      (0.00011)                                                                       |      |      (0.00002)                                                                       |      |      (0.00021)                                                                       |      |      (0.00019)                                                                       |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
|                                            |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |
| Weighted average shares outstanding                  |      44,965,724                                        |      |  44,965,724                                                                                         |      |  44,965,724                                                                                         |      |  44,965,724                                                                                         |      |  44,965,724                                                                                         |
|                                                      |                                                                            |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |      |                                                                                                          |

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

----

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

|                                                     |                                                                                                                      |                                                                                                                      | **Inception******                                                                        |                                                                                                          | **9 Months******                                                                                         |                                                                                                    | **9 Months******                                                                                   |
|-----------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
|                                                     |                                                                                                                      |                                                                                                                      | **Through******                                                                          |                                                                                                          | **Ended******                                                                                            |                                                                                                    | **Ended******                                                                                      |
|                                                     |                                                                                                                      |                                                                                                                      | **Sept 30******                                                                          |                                                                                                          | **Sept 30******                                                                                          |                                                                                                    | **Sept 30******                                                                                    |
|                                                     |                                                                                                                      |                                                                                                                      | **2005******                                                                             |                                                                                                          | **2005******                                                                                             |                                                                                                    | **2004******                                                                                       |
|                                                     |                                                                                                                      |                                                                                                                      | **(Unaudited)******                                                                      |                                                                                                          | **(Unaudited)******                                                                                      |                                                                                                    | **(Unaudited)******                                                                                |
| **CASH FLOWS FROM OPERATING ACTIVITIES******        |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |
| Net loss                                            |                                                                                                                      |     (2,058,089)                                                                                       |                                                                                          |          (9,520)                                                 |                                                                                                          |         (8,557)                                                 |
| 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                                                           |           17,393                                                        |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     | Rent contributed to capital                                                                                          |             2,400                                             |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     | Changes in items of working capital:                                                                                 |                   -   |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     |                                                                                                                      | Accounts payable                                                                                                     |           95,431                            |                                                                                                          |           5,138                                             |                                                                                                    |          1,000                                             |
|                                                     |                                                                                                                      | Accrued officer's compensation                                                                                       |           15,000                            |                                                                                                          |                 -   |                                                                                                    |                -   |
|                                                     |                                                                                                                      | Accrued interest                                                                                                     |           69,746                            |                                                                                                          |                 -   |                                                                                                    |                -   |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      | Net cash flows from operating activities                                                                             |        (946,434)                                           |                                                                                                          |          (4,382)                                                 |                                                                                                    |         (7,557)                                                 |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
| **CASH FLOWS FROM INVESTING ACTIVITIES******        |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |
|                                                     | Purchase of fixed assets for cash                                                                                    |          (10,140)                                                            |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      | Net cash flows from investing activities                                                                             |          (10,140)                                |                                                                                                          |                 -   |                                                                                                    |                -   |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
| **CASH FLOWS FROM FINANCING ACTIVITIES******        |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |
|                                                     | Issuance of promissory notes                                                                                         |         522,341                                                                   |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     | Cash advanced by shareholders                                                                                        |         157,514                                                                   |                                                                                          |           4,441                                             |                                                                                                          |          7,215                                             |
|                                                     | Payments on notes payable                                                                                            |        (109,737)                                                                       |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     | Common stock                                                                                                         |         386,142                                                                   |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     | Capital contributions                                                                                                |                446                             |                                                                                          |                 -   |                                                                                                          |                -   |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      | Net cash flows from financing activities                                                                             |         956,706                                       |                                                                                                          |           4,441                                             |                                                                                                    |          7,215                                             |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      | Net increase (decrease) in cash                                                                                      |                132 |                                                                                                          |                59                  |                                                                                                    | (342)                                                                                              |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
| **CASH, BEGINNING OF PERIOD******                   |                   -   |                                                                                                                      |                73  |                                                                                                          | 415                                                                                                      |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
|                                                     |                                                                                                                      |                                                                                                            |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |
| **CASH, END OF PERIOD******                         |                132                             |                                                                                                                      |              132             |                                                                                                          | 73                                                                                                       |
|                                                     |                                                                                                                      |                                                                                                                      |                                                                                          |                                                                                                          |                                                                                                          |                                                                                                    |                                                                                                    |

The accompanying notes are an integral part of these unaudited financial statements				5

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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 Nine-month interim period ended September 30, 2005 and 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 Nine-month period ended September 30, 2005 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2005.  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, 2004 as filed with the Securities and Exchange Commission and the audited financial statements included therein.				Note 2 – 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.  See Notes 4, 5, 6 and “Management's Discussion and Analysis or Plan of Operation”.				Note 3 - Basis of Presentation and Restatement				The accompanying unaudited financial statements include the accounts of the Company from the date of the inception of its incorporation (July 22, 1999) to the present and the accounts of the Company’s predecessor USA Sunrise Beverages, Inc. for the period from it’s incorporation (August 13, 1990) to September 20, 2002.				Note 4 – Form 10-SB General Form For Registration of Securities and Amendments				On August 19, 2003 the Company filed Form 10-SB General Form For Registration of Securities (“Form 10-SB”) with the Securities & Exchange Commission (“SEC”).  In response to comments received from the SEC the Company has filed five (5) amendments to the Form 10-SB with the last, Amendment Number 5, filed on July 20, 2005 together with Form 10-KSB Amendment Number 1 for the year ending December 31, 2004. The SEC has advised the Company that the Company’s filings cleared SEC review effective September 7, 2005, and, accordingly, the SEC will have no further comments requiring the Company's response or amendments to these filings. 				Note 5 – Related Party Transactions				Management and shareholders have advanced funds to the Company in the form of non-interest bearing advances.  During the nine months ended September 30, 2005 management advanced $4,441 to the Company.  At September 30, 2005 the Company owed $21,534 to shareholders for cash advances, $40,000 for legal and consulting 

6

----

Plan of Operation

The following discussion of the Company's Plan of Operation is limited and should be read in conjunction with the detailed description of the Company' Plan of Operation included in the Company's Annual Report on Form 10-KSB for the year ending December 31, 2004.

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 "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.

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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 of time required to implement the business plan; however, conflicts of interest may arise with respect to the limited time commitment by such officers.  The Company does not expect any significant changes in the number of employees.			Item 3.     Controls and Procedures

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

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

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

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings - None				Item 2.     Changes in Securities - None				Item 3.     Defaults Upon Senior Securities - None				Item 4.     Submission of Matters to a Vote of Security Holders - None				Item 5.     Other Information - None.

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| Exhibit						Number | EXHIBIT                                                                                                                    |
|---------------------|----------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                            |
| 3(i)                | Certificate of Incorporation (1)(6)                                                                                        |
| 3(ii)               | Articles of Incorporation-ByLaws (1) (6)                                                                                   |
| 3(iii)              | Amendments to Articles of Incorporation (1) (6)                                                                            |
| 3(iv)               | Amendments to the Articles of Incorporation October 30, 2003 (2)                                                           |
| 4.1                 | Description of Securities (1) (6)                                                                                          |
| 4.1(i)              | Sample Common Stock Share Certificate (1) (6)                                                                              |
| 4.1(ii)             | Description of Securities (2)                                                                                              |
| 4.1(iii)            | Sample $0.0001 par value Common Stock Share Certificate (2)                                                                |
| 4.1(iv)             | Share Escrow Agreement (2)                                                                                                 |
| 4.1(iv)(a)          | Share Escrow Agreement with signatures (3)                                                                                 |
| 4.1(v)              | Form of Lock-Up Agreement (2)                                                                                              |
| 4.1(v)(a)           | Lock-Up Agreement of Hugo Barrientos(3)                                                                                    |
| 4.1(v)(b)           | Lock-Up Agreement of Omar A. Barrientos(3)                                                                                 |
| 4.1(v)(c)           | Lock-Up Agreement of Omar G. Barrientos                                                                                    |
| 4.1(v)(d)           | Lock-Up Agreement of Elizabeth Schroeder & Isabel Barrientos(3)                                                        |
| 4.1(v)(e)           | Lock-up Agreement of Elizabeth Schroeder(3)                                                                                |
| 4.1(v)(f)           | Lock-Up Agreement of Gene Fairchild(3)                                                                                     |
| 4.1(v)(g)           | Lock-Up Agreement of Charles A. Koenig(3)                                                                                  |
| 4.1(v)(h)           | Lock-Up Agreement of John E. Rayl(3)                                                                                       |
| 4.1(v)(i)           | Lock-Up Agreement of Elisa Giordano(3)                                                                                     |
| 4.1(v)(j)           | Lock-Up Agreement of Christopher H. Giordano(3)                                                                            |
| 4.1(v)(k)           | Lock-Up Agreement of Michael Giordano(3)                                                                                   |
| 4.1(v)(l)           | Lock-Up Agreement of Nicholas Giordano(3)                                                                                  |
| 4.1(v)(m)           | Lock-Up Agreement of Birchwood Capital Advisors, Inc. (3)                                                                  |
| 4.2                 | Resolution to Incorporate Spin-Off dated June 16, 1999 (1) (6)                                                             |
| 4.3                 | Resolution for the Transfer of Intellectual Assets dated August 14, 2002 (1) (6)                                           |
| 4.4                 | Resolution Stock Dividend dated September 20, 2002(1) (6)                                                                  |
| 4.5(i)              | Payment Agreement Omar Barrientos (1) (6)                                                                                  |
| 4.5(ii)             | Payment Agreement Chris Giordano (1) (6)                                                                                   |
| 4.5(iii)            | Payment Agreement John E. Rayl (1) (6)                                                                                     |
| 4.5(iv)             | Payment Agreement Charles A. Koenig (1) (6)                                                                                |
| 4.6(i)              | Resolution to Issue Stock to Omar Barrientos (1) (6)                                                                       |
| 4.6(ii)             | Resolution to Issue Stock to Chris Giordano (1) (6)                                                                        |
| 4.6(iii)            | Resolution to Issue Stock to John E. Rayl (1) (6)                                                                          |
| 4.6(iv)             | Resolution to Issue Stock to Charles A. Koenig (1) (6)                                                                     |
| 4.7(i)              | Subscription Agreement Omar Barrientos (1) (6)                                                                             |
| 4.7(ii)             | Subscription Agreement Chris Giordano (1) (6)                                                                              |
| 4.7(iii)            | Subscription Agreement John E. Rayl (1) (6)                                                                                |
| 4.7(iv)             | Subscription Agreement Charles A. Koenig (1) (6)                                                                           |
| 4.8                 | Resolution of Board of Directors dated May 31, 1997 re: rights of 						Preferred Stock of USA Sunrise Beverages, Inc. (6) |
| 5.0                 | Opinion of Counsel dated August 7, 2003 (1) (6)                                                                            |

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| 10.1      | Letter of Intent with Paul Miller Sr. Trust Dated March 31, 2003 (1) (6)                                                                                                                                                       |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2      | Stock Purchase Agreement Among The Purchasers Executing This Agreement and Omar Barrientos and Other Stockholders of USA Sunrise Beverage, Inc. dated September 23, 2002(3)                                                    |
| 10.2.a    | Stock Purchase Agreement Among The Purchasers Executing This Agreement and Omar Barrientos and Other Stockholders of USA Sunrise Beverage, Inc. dated September 23, 2002 with Schedule I, Appendix A and Exhibit A thereto (4) |
| 10.2b     | Sunrise USA Beverages, Inc. Shareholder Solicitation Letter (6)                                                                                                                                                                |
| 10.6      | Quit Claim Deed and Release dated August 18, 1998 between Dakota Mining and Construction, Inc. and USA Sunrise Beverages, Inc. (6)                                                                                             |
| 10.8      | Loan Agreement between Omar Barrientos and USA Sunrise Beverages, Inc. dated January 1, 1994 (6)                                                                                                                               |
| 10.9      | Note Agreement between Dr. Neil Kurti and USA Sunrise Beverages, Inc. dated November 11, 1995 (6)                                                                                                                              |
| 10.9(i)   | Note Satisfaction and Release between Dr. Neil Kurti and USA Sunrise Beverages, Inc. dated September 6, 2002 (3)                                                                                                               |
| 10.9(ii)  | Agreement For Satisfaction and Release between Paul Miller Sr. Trust and USA Sunrise Beverages, Inc. dated September 4, 2002. (3)                                                                                              |
| 10.9(iii) | Satisfaction of Judgment of Dr. Vincent E. Eilers dated January 19, 2004(3)                                                                                                                                                    |
| 10.9(iv)  | Satisfaction and Release between Tesoro Corporation and USA Sunrise Beverages, Inc. executed June, 2002 (3)                                                                                                                    |
| *31       | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                        |
| *32       | Section 1350 Certifications                                                                                                                                                                                                    |
|           |                                                                                                                                                                                                                                |
|           | * Filed herewith                                                                                                                                                                                                               |

> (1)
Incorporated by reference to the attachments filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB filed with the United States Securities and Exchange Commission (the “Commission”) on August 19, 2003 (File #000-50370) (the “Form 10-SB”)

(2)

Incorporated by reference to the Exhibits filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB Amemendment No. 1 filed with the Commission on June 4, 2004 (File #000-50370) (the “Form 10-SB/A1”)

(3)

Incorporated by reference to the Exhibits filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB Amemendment No. 2 filed with the Commission on November 15, 2004 (File #000-50370) (the “Form 10-SB/A2”)

(4)

Incorporated by reference to the Exhibits filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB Amemendment No. 3 filed with the Commission on March 11, 2005 (File #000-50370) (the “Form 10-SB/A3”)

(5)

Incorporated by reference to the Exhibits filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB Amemendment No. 4 filed with the Commission on May 23, 2005 (File #000-50370) (the “Form 10-SB/A4”)

(6)

Incorporated by reference to the Exhibits filed with the Registration Statement of Sunrise USA, Incorporated on Form 10-SB Amemendment No. 5 filed with the Commission on July 20, 2005 (File #000-50370) (the “Form 10-SB/A5”)

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SIGNATURES

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

|      |                   | Sunrise U.S.A. Incorporated                  |
|------|-------------------|----------------------------------------------|
|      |                   |                                    |
| Date | November 10, 2005 | /s/ OMAR G. BARRIENTOS                       |
|      |                   | Omar G. Barrientos, President                |
|      |                   | Principal Financial & Accounting Officer |
|      |                   |                                              |

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