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

(Mark One)

> 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934					For the quarterly period ended MARCH 31, 2006					[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to _____________

				Commission file number: 000-50370**Sunrise U.S.A. Incorporated**(Exact name of small business issuer in its charter)
| State of Nevada                                                      | 33-1041835                                 |
|----------------------------------------------------------------------|--------------------------------------------|
| (State or other jurisdiction of							incorporation or organization) | (I.R.S. Employer							Identification No.) |

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                        Yes [X]    No [  ]				Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).             Yes [X]   No [  ]				State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:				     2,023,585 shares outstanding as of May 1, 2006.				Transitional Small Business Disclosure Format:              Yes [  ]   No [X]

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SUNRISE U.S.A. INCORPORATED				INDEX
|              |                                                                   | Page |
|--------------|-------------------------------------------------------------------|------|
| PART I       | FINANCIAL INFORMATION                                             | 3    |
| Item 1.      | Financial Statements                                              | 3    |
|              | Balance Sheet (Unaudited)                                         | 3    |
|              | Statement of Operations (Unaudited)                               | 4    |
|              | Statement of Cash Flow (Unaudited)                                | 5    |
|              | Notes to the Financial Statements                                 | 6    |
|    |                                                                   |      |
| Item 2.      | Management’s Discussion and Analysis and Plan of Operations | 8    |
| Item 3.      | Controls and Procedures                                           | 9    |
|    |                                                                   |      |
| PART II      | OTHER INFORMATION                                                 |      |
| Item 1.      | Legal Proceedings                                                 | 9    |
| Item 2.      | Changes in Securities                                             | 9    |
| Item 3.      | Defaults Upon Senior Securities                                   | 9    |
| Item 4.      | Submission of matters to a Vote of Security Holders               | 9    |
| Item 5.      | Other Information                                                 | 9    |
| Item 6.      | Exhibits and Reports on Form 8-K                                  | 9    |
|              | Signatures                                                        | 10   |

2

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SUNRISE U.S.A. INCORPORATED				(A Development Stage Company)Balance Sheets				(Unaudited)
|                                                                               | **March 31**                                                                                          | **** | **December 31**                                                                           |
|-------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|------|-------------------------------------------------------------------------------------------|
|                                                                               | **2006**                                                                                              | **** | **2005**                                                                                  |
|                                                                               | **(Unaudited)**                                                                                       | **** | **(Audited)**                                                                             |
|                                                                     |                                                                                                       |      |                                                                                           |
| ASSETS                                                                        |                                                                                                       |      |                                                                                           |
| CURRENT ASSETS                                                                |                                                                                                       |      |                                                                                           |
| Cash                                                                          | $                 171 |      | $               900 |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
|      Total current assets                                 | $                 171 |      | $               900 |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
|      Total assets                                         | $                 171 |      | $               900 |
|                                                                               | ==============                                                                                        |      | ==============                                                                            |
|                                                                     |                                                                                                       |      |                                                                                           |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
| CURRENT LIABILITIES                                                           |                                                                                                       |      |                                                                                           |
| Accounts payable                                                              | $              2,224                 |      | $          42,448                            |
| Accounts payable - officers advances                                          | 14,432                                                                                                |      | 14,258                                                                                    |
| Accrued payroll - officers compensation                                       | 33,750                                                                                                |      | 30,000                                                                                    |
| Notes payable                                                                 | -                                                                                                |      | -                                                                                         |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
|      Total current liabilities                            | $            50,406                            |      | $          86,706                            |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
|      Total liabilites                                     | $            50,406                            |      | $          86,706                            |
|                                                                     |                                                                                                       |      |                                                                                           |
| Commitments and Contingencies                                                 | -                                                                                                     |      | -                                                                                    |
|                                                                     |                                                                                                       |      |                                                                                           |
| STOCKHOLDERS' EQUITY                                                          |                                                                                                       |      |                                                                                           |
| Preferred stock, $0.01 par value, 100,000 shares authorized,                  |                                                                                                       |      |                                                                                           |
|    no shares issued and outstanding                                 | -                                                                                                     |      | -                                                                                         |
| Common stock, $0.0001 par value, 99,000,000 shares authorized,                |                                                                                                       |      |                                                                                           |
|      1,813,614 shares and 2,023,585 shares                |                                                                                                       |      |                                                                                           |
|      issued and outstanding as of                         |                                                                                                       |      |                                                                                           |
|      December 31, 2005 and March 31, 2006 respectively    | $                 203 |      | $              181       |
| Additional paid-in capital                                                    | 2,360,346                                                                                             |      | 2,320,068                                                                                 |
| Deficit accumulated during the development stage                              | (2,410,784)                                                                                           |      | (2,406,055)                                                                               |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
| Total stockholders' equity (deficit)                                          | $          (50,235)                                      |      | $        (85,806)                                      |
|                                                                               |                                                                                                       |      |                                                                                           |
|                                                                     |                                                                                                       |      |                                                                                           |
|      Total liabilities and stockholders' equity (deficit) | $                 171 |      | $               900 |
|                                                                               | ==============                                                                                        |      | ==============                                                                            |

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

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SUNRISE U.S.A. INCORPORATED				(A Development Stage Company)				Statement of Operations				(Unaudited)
|                                                      |  | **Inception**                                                                                                        | **** | **Three**                                                                                                                                                      | **** | **Three**                                                                                                                                                            |
|------------------------------------------------------|--|----------------------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                      |  | **Through**                                                                                                          | **** | **Months**                                                                                                                                                     | **** | **Months**                                                                                                                                                           |
|                                                      |  | **March 31**                                                                                                         | **** | **March 31**                                                                                                                                                   | **** | **March 31**                                                                                                                                                         |
|                                                      |  | **2006**                                                                                                             | **** | **2006**                                                                                                                                                       | **** | **2005**                                                                                                                                                             |
|                                            |  | ****                                                                                                                 | **** | ****                                                                                                                                                           | **** | ****                                                                                                                                                                 |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Revenues                                             |  |  $              247,066                        |      |                          -   |      |                           -   |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Cost of sales                                        |  |                  180,668             |      |                          -   |      |                           -   |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Gross profit (loss)                                  |  |                    66,398  |      |                          -   |      |                           -   |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Selling, general and administrative expenses         |  |               1,827,319                             |      |  $                   979                                        |      |  $                 2,442                                                        |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Net income (loss) from operations                    |  | (1,760,921)                                                                                                          |      | (979)                                                                                                                                                          |      | (2,442)                                                                                                                                                              |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Other expense                                        |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|    Interest expense                        |  |                (214,372)                       |      |                          -   |      |                           -   |
|    Loss on disposal of assets              |  |                    (2,143) |      |                          -   |      |                           -   |
|    Compensation and services               |  |                (175,500)                       |      |                    3,750                                             |      |                           -   |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Net loss before taxes and extraordinary item         |  |             (2,152,936)                                       |      |                   (4,729)                                                 |      |                   (2,442)                                                       |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Income tax benefit                                   |  |                    24,500  |      |                          -   |      |                           -   |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Net loss before extraordinary item                   |  |             (2,128,436)                                       |      |                   (4,729)                                                 |      |                   (2,442)                                                       |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Extraordinary item                                   |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|    Foreclosure gain, net of tax of $24,500 |  |                    47,652  |      |                          -   |      |                           -   |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Net Loss                                             |  | $         (2,080,784)                                                        |      |  $               (4,729)                                                            |      |  $               (2,442)                                                                  |
|                                                      |  | ==============                                                                                                       |      | ==============                                                                                                                                                 |      | ==============                                                                                                                                                       |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Basic net loss per share before extraordinary item   |  |                                                                                                                      |      | $           (0.00263)                                                                                        |      |  $           (0.00206)                                                                                        |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Basic net income from extraordinary item             |  |                                                                                                                      |      | $                       -              |      |  $                       -              |
|                                                      |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Basic net loss per share                             |  |                                                                                                                      |      | $           (0.00263)                                                                                        |      |  $           (0.00206)                                                                                        |
|                                                      |  |                                                                                                                      |      | ==============                                                                                                                                                 |      | ==============                                                                                                                                                       |
|                                            |  |                                                                                                                      |      |                                                                                                                                                                |      |                                                                                                                                                                      |
| Weighted average shares outstanding                  |  |                                                                                                                      |      |             1,813,614                                                                                   |      |              1,183,309                                                                                   |
|                                                      |  |                                                                                                                      |      | ==============                                                                                                                                                 |      | ==============                                                                                                                                                       |

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

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SUNRISE U.S.A. INCORPORATED				(A Development Stage Company)Statements of Cash Flows				(Unaudited)
|                                                     |                                                                                                                                                    |                                                                                                                                                    | ** Inception**                                                                                         | ****                                                                                                           | **Three Months**                                                                                          | ****                                                                                                           | **Three Months**                                                                                          |
|-----------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|
|                                                     |                                                                                                                                                    |                                                                                                                                                    | ** Through**                                                                                           | ****                                                                                                           | ** Ended**                                                                                                | ****                                                                                                           | ** Ended**                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                                    | **March 31**                                                                                                | ****                                                                                                           | **March 31**                                                                                                   | ****                                                                                                           | **March 31**                                                                                                   |
|                                                     |                                                                                                                                                    |                                                                                                                                                    | **2006**                                                                                                    | ****                                                                                                           | **2006**                                                                                                       | ****                                                                                                           | **2005**                                                                                                       |
|                                                     |                                                                                                                                                    |                                                                                                                                          | ****                                                                                                        | ****                                                                                                           | ****                                                                                                           | ****                                                                                                           | ****                                                                                                           |
| **CASH FLOWS FROM OPERATING ACTIVITIES**            |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |
| Net loss                                            |                                                                                                                                                    |  $     (2,080,784)                                                                                                        |                                                                                                             |  $       (4,729)                                                            |                                                                                                                |  $       (2,442)                                                            |
| Adjustments to reconcile net loss to net cash flows |                        -   |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |
|    from operating activities              |                        -   |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |
|                                                     | Depreciation and amortization                                                                                                                      |                66,672                                                        |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Stock issued for services                                                                                                                          |              410,648                                                                   |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Services provided at no charge to the company                                                                                                      |              471,229                                                                   |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Interest rolled into notes                                                                                                                         |                12,681                                                        |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Writeoff of formulas and technology                                                                                                                |                  3,669                                             |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Gain on foreclosure, before tax effect                                                                                                             | (53,214)                                                                                                                                           |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Expenses incurred by shareholders on behalf of the Company                                                                                         |                20,058                                                        |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Rent contributed to capital                                                                                                                        |                  3,900                                             |                                                                                                             |                300                       |                                                                                                                |                  -   |
|                                                     | Changes in items of working capital:                                                                                                               |                        -   |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    | Accounts payable                                                                                                                                   |                92,517                 |                                                                                                                |              (224)                       |                                                                                                                |              2,442                                 |
|                                                     |                                                                                                                                                    | Accrued officer's compensation                                                                                                                     |                33,750                 |                                                                                                                |             3,750                                       |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    | Accrued interest                                                                                                                                   |                69,746                 |                                                                                                                |                  -   |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    | Net cash flows used in operating activities                                                                                                        |            (949,128)                                      |                                                                                                                |              (903)                                 |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
| **CASH FLOWS FROM INVESTING ACTIVITIES**            |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |
|                                                     | Purchase of fixed assets for cash                                                                                                                  |              (10,140)                                                                  |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    | Net cash flows used in investing activities                                                                                                        |              (10,140)                           |                                                                                                                |                  -   |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
| **CASH FLOWS FROM FINANCING ACTIVITIES**            |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |
|                                                     | Issuance of promissory notes                                                                                                                       |              522,341                                                                   |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Cash advanced by shareholders                                                                                                                      |              160,247                                                                   |                                                                                                             |                 174       |                                                                                                                |                  -   |
|                                                     | Payments on notes payable                                                                                                                          |            (109,737)                                                                             |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Common stock                                                                                                                                       |              386,142                                                                   |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     | Capital contributions                                                                                                                              |                     446                             |                                                                                                             |                  -   |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    | Net cash flows from financing activities                                                                                                           |              959,439                            |                                                                                                                |                174             |                                                                                                                |                  -   |
|                                                     |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    | Net increase (decrease) in cash                                                                                                                    |  $                 171 |                                                                                                                |  $          (729)                                            |                                                                                                                |  $              -              |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
| **CASH, BEGINNING OF PERIOD**                       |                        -   |                                                                                                                                                    |                900                    |                                                                                                                |                  73            |
|                                                     |                                                                                                                                                    |                                                                                                                                                    |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
|                                                     |                                                                                                                                                    |                                                                                                                                          |                                                                                                             |                                                                                                                |                                                                                                                |                                                                                                                |                                                                                                                |
| **CASH, END OF PERIOD**                             |  $                 171                                        |                                                                                                                                                    |  $            171                               |                                                                                                                |  $              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 InformationThe unaudited financial information included for the Three-month interim period ended March 31, 2006 and 2005 were taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments, which are in the opinion of management, necessary to reflect properly the results of operations for the interim period presented). The results of operations for the Three-month periods ended March 31, 2006 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2006.				Note 2 - Financial Statements and Basis of Presentation				Management has elected to omit substantially all footnotes relating to the condensed financial statements of the Company included in the report.  For a complete set of footnotes, reference is made to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 as filed with the Securities and Exchange Commission and the audited financial statements included therein.				The accompanying unaudited financial statements include the accounts of the Company from the date of its incorporation (July 22, 1999) to the present and the accounts of the Company’s predecessor USA Sunrise Beverages, Inc. for the period from its incorporation (August 13, 1990) to September 20, 2002.				Note 3 – Going Concern, Blank Check Company				The Company is a blank check shell company and intends to seek to acquire assets or shares of an entity actively engaged in a business that generates revenues, in exchange for the Company's securities.  The Company has incurred losses since its inception and has no on-going operations.  Further, the Company has current liabilities in excess of current assets.  In this regard, management intends to raise additional funds to pay its present liabilities and to fund future expenses through loans or through additional sales of its securities.  There is no assurance that the Company will be successful in raising these additional funds.  These factors raise substantial doubt about the ability of the Company to continue as a going concern. 				Note 4 – Capital Stock				On February 15, 2006, the Company’s Board of Directors and a majority of the holders of the Company’s voting common stock (the “Consenting Stockholders”) adopted a resolution to (i) amend the Company's Articles of Incorporation to effect a reverse stock split, pursuant to which every thirty-eight (38) shares (the "Old Shares") of the Company's outstanding Common Stock would be exchanged for one (1) new share (the "New Shares") of Common Stock and (ii) to approve and implement the Company’s 2005 Stock Option Plan.  This action was reported on Schedule 14C filed with the Securities & Exchange Commission on February 28, 2006.  The accompanying financial statements have been restated for all periods presented to reflect this reverse stock split.				The Company granted options under the Company’s 2005 Stock Option Plan (the “Plan”) to two consultants for the purchase of 92,000 shares and 120,000 shares of the Company’s post-reverse split common stock at a price of $0.005 per share.  On March 24, 2006 these two consultants exercised their Options and pursuant to the terms of Plan, tendered 920 shares and 1,200 shares, respectively, of the Company’s common stock in exchange for their Option shares.

6

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7

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8

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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 believes that the system is operating effectively to ensure appropriate disclosure.

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**			The Company filed Amendment No. 3 to its Articles of Incorporation which became effective March 27, 2006.  This Amendment No. 3 implemented a 38 to 1 reverse stock split in the Company’s voting common stock.  See Item 4 and Item 6(b).**Item 3.     Defaults Upon Senior Securities**			None**Item 4.     Submission of Matters to a Vote of Security Holders**On February 15, 2006, the Company’s Board of Directors and a majority of the holders of the Company’s voting common stock (the “Consenting Stockholders”) adopted a resolution to (i) amend the Company's Articles of Incorporation to effect a reverse stock split, pursuant to which every thirty-eight (38) shares (the "Old Shares") of the Company's outstanding Common Stock would be exchanged for one (1) new share (the "New Shares") of Common Stock and (ii) to approve and implement the Company’s 2005 Stock Option Plan.  This action was reported on Schedule 14C filed with the Securities & Exchange Commission on February 28, 2006.**Item 5.     Other Information**			None.

9

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| Exhibit Number | Exhibit                                                                                                                                                                  |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)           | Certificate Incorporation                                                                                                                                                |
| 3(ii)          | Articles of Incorporation – Bylaws                                                                                                                                  |
| 3(iii)         | Amendments to Articles of Incorporation                                                                                                                                  |
| 3(iv)          | Amendments to Articles of Incorporation October 30, 2003                                                                                                                 |
| 3(v)           | Amendments to Articles of Incorporation March 27, 2006                                                                                                                   |
| 4.1            | Description of Securities                                                                                                                                                |
| 4.1(i)         | Sample Common Stock Share Certificate                                                                                                                                    |
| 4.1(ii)        | Description of Securities                                                                                                                                                |
| 4.1(iii)       | Sample $0.0001 par value Common Stock Share Certificate                                                                                                                  |
| 4.1(iv)        | Share Escrow Agreement                                                                                                                                                   |
| 4.1(v)         | Form of Lock-Up Agreement                                                                                                                                                |
| 4.2            | Resolution to Incorporate Spin-Off                                                                                                                                       |
| 4.3            | Resolution for the Transfer of Intellectual Assets                                                                                                                       |
| 4.4            | Resolution Stock Dividend                                                                                                                                                |
| 4.5 *          | 2005 Stock Option Plan                                                                                                                                                   |
| 10.1           | Letter of Intent with Paul Miller Sr. Trust Dated March 31, 2003                                                                                                         |
| 10.2           | Stock Purchase Agreement Among The Purchasers Executing This Agreement and Omar Barrientos and Other Stockholders of USA Sunrise Beverage, Inc. dated September 23, 2002 |
| 10.6           | Quit Claim Deed and Release dated August 18, 1998 between Dakota Mining and Construction, Inc. and USA Sunrise Beverages, Inc. (3)                                       |
| 10.8           | Loan Agreement between Omar Barrientos and USA Sunrise Beverages, Inc. dated January 1, 1994 (3)                                                                         |
| 10.9           | Note Agreement between Dr. Neil Kurti and USA Sunrise Beverages, Inc. dated November 11, 1995 (3)                                                                        |
| 10.9(i)        | Note Satisfaction and Release between Dr. Neil Kurti and USA Sunrise Beverages, Inc. dated September 6, 2002                                                             |
| 10.9(ii)       | Agreement For Satisfaction and Release between Paul Miller Sr. Trust and USA Sunrise Beverages, Inc. dated September 4, 2002.                                            |
| 10.9(iii)      | Satisfaction of Judgment of Dr. Vincent E. Eilers dated January 19, 2004                                                                                                 |
| 10.9(iv)       | Satisfaction and Release between Tesoro Corporation and USA Sunrise Beverages, Inc. executed June, 2002                                                                  |
| 31 *           | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                  |
| 32 *           | Section 1350 Certification                                                                                                                                               |
|      |                                                                                                                                                                          |
|                | * Filed herewith.                                                                                                                                                        |

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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 | May 15, 2006          | /s/ OMAR G. BARRIENTOS                 |
|      |                                                                    | Omar G. Barrientos, President                                                                                          |
|      |                                                                    | Principal Financial & Accounting Officer                                                                           |

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