UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  August 15, 2006


Sunrise USA, Incorporated
(Exact name of registrant as specified in its charter)

Nevada
(State or Other Jurisdiction of Incorporation)

000-50370
33-1041835
(Commission File Number)
(IRS Employer Identification Number)

892 North 340 East, American Fork, UT  84003
(Address of Principal Executive Offices)

(801) 756-5831
(Registrant’s Telephone Number, Including Area Code)

3203 E. Ovid Avenue, Des Moines, IA  50317
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

▣  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

▣  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

▣  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

▣  Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about our industry, management's beliefs, and assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Accordingly, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those risk factors set forth in this report. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 15, 2006 Sunrise U.S.A. Incorporated (“Sunrise”) closed (the “Closing”) upon the Share Exchange Agreement dated June 7, 2006 (the “Exchange Agreement”) entered into by and among Sunrise, Pukka USA, Inc. (“Pukka”), Paul Ressler and Leonard DuCharme, the principal shareholders of Pukka, and all of other Pukka shareholders.  In accordance with the terms of the Exchange Agreement Sunrise issued 31,000,000 shares of Sunrise common stock in exchange for 100% of the issued and outstanding stock and all other outstanding equity interests of Pukka, resulting in Pukka becoming the wholly owned subsidiary of Sunrise (the “Acquisition”).  All references to “we” or “our” or the “Company” refer, collectively, to Sunrise and Pukka.

Pursuant to the Exchange Agreement, Sunrise (i) exchanged Twenty Four Million Seven Hundred Fifty Thousand (24,750,000) shares of its common stock for all of the issued and outstanding capital stock of Pukka, (ii) issued One Million Six Hundred Fifty Thousand (1,650,000) shares of its common stock to Legend Merchant Group, Inc. and (iii) issued Four Million Six Hundred Thousand (4,600,000) shares of its common stock to the holders of warrants for the purchase of Pukka common stock upon the exercise of the warrants at Closing. As a result of the Acquisition, the Pukka equity holders own approximately Ninety-Three and 87/100 percent (93.87%) of the issued and outstanding shares of Sunrise common stock.

In connection with the Acquisition, all directors and officers of Sunrise resigned and new directors and officers designated by Pukka were appointed.

Prior to the Acquisition, Sunrise was a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933 (“Securities Act”).  Sunrise is also a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”). Pursuant to Item 2.01(f) of Form 8-K, we are required to include in this Report the information that we would be required to provide if we were filing a general form for registration of securities on Form 10-SB. This information is set forth below in this Item 2.01 and is organized in accordance with the Items set forth in Form 10-SB.




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INFORMATION REQUIRED PURSUANT TO FORM 10-SB

FORM 10-SB PART I

Item 1. Description of Business.

The Company

Following the Acquisition, the consolidated group consists of Sunrise, Pukka, the principal operating subsidiary, and Red Iron Group, LLC (“RIG”), a consolidated affiliated company of Pukka. Pukka will be treated as the accounting parent of the consolidated group.

Pukka was originally formed as Pukka USA, LLC, a Utah limited liability company, on November 21, 2002.  The LLC form of ownership was statutorily converted under Utah law to a Utah corporation, on February 2, 2006.

RIG is a Utah limited liability company commonly controlled by the shareholders and management of Pukka, and is included in the accompanying financial statements as a consolidated affiliate.  RIG was formed on April 23, 2003.

Sunrise was incorporated on July 22, 1999 in the State of Nevada as a wholly-owned subsidiary of U.S.A. Sunrise Beverages, Inc., a South Dakota Corporation, and was distributed pare pa su to the shareholders thereof on September 20, 2000. 

The accompanying audited consolidated financial statements for the years ending December 31, 2005 and 2004 include the accounts of Pukka USA LLC and its affiliated company RIG for all periods presented. 

The accompanying unaudited condensed consolidated financial statements and the pro forma unaudited condensed consolidated financial information all for the six months ending June 30, 2006 include the accounts of Pukka and RIG for all periods presented.  The pro forma unaudited condensed consolidated financial information includes the pro-forma effect of the Acquisition had the Acquisition closed as of June 30, 2006.

The Business

Pukka manufactures and distributes recreational electric vehicles and develops electric motor technologies for use in electric motorized vehicles.

Products

The Company’s revenue has been derived from the sale of an electric mini-bike known as the Pukka GX400C.  Sales of this product, though originally strong, have declined from $885,046 in 2004 to $231,151 in 2005 and have continued to decline further in 2006.  The decline was brought about by the imposition of restrictions by various state and local authorities on the use of unlicensed motorized vehicles on public roads and streets.  Though there is no restriction on the use of these products on private property, public roadway restrictions limit their usefulness and serve to reduce the market for products of this type.

Proprietary technology

Pukka’s developing technologies include three (3) provisional patents and one (1) non-provisional patent filed with the U.S. Patent




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and Trademark Office.  The applications were filed for technology the Company believes to be unique in the application of:

(i) a maximum efficiency control device (“MEC”) that will allow an electric motor to run more efficiently by operating at or near it peak operating limit for a higher percentage of total operating time filed on December 1, 2005,

(ii) a hydraulic regenerative braking system (“HRB”) for capturing a moving vehicle’s kinetic energy for use in braking or battery recharging filed on November 3, 2005 and an update on December 12, 2005,

(iii) an integrated extended range propulsion system (“ERT”) linking three drive motors to the same transmission filed on November 3, 2005, and

(iv) a split-rim wheel (“Split-Rim”) that encapsulates a multi-speed planetary gear type transmission for light vehicles having small diameter wheels and small motors filed on October 4, 2004.

All of the foregoing patents were applied for by one or more of Pukka’s founders in 2004 and 2005, and were assigned to Pukka on December 15, 2005.

Competition

Pukka faces intense competition throughout the world for its products and technologies from current manufacturers of two-wheeled vehicles and automobiles as well as from new emerging vehicle manufacturers. On the market today throughout the world there are many reasonable-quality, low-cost, light gasoline-powered vehicles that have proven popular, such as scooters from Kymco and Honda as well as multiple brands from Chinese manufacturers.  While the market is growing rapidly, we believe that room exists for additional products, especially high-technology, premium-quality products. Since we believe that cost will be an important factor in gaining market acceptance of any of our products, we intend to manufacture our products in Asia in order to hold down our manufacturing costs. 

We will also face heavy competition from both domestic and international companies in terms of commercializing—either on our own or by a licensing arrangement with a car company—micro automobiles that incorporate our proprietary technologies. The Smart Car brand from Europe is a likely competitor or licensee in the micro-car market. GEM, a division of Daimler Chrysler, is another potential competitor or licensee in the micro-car market. Reva, a micro electric car manufactured in India, could be another potential competitor or licensee. Virtually all major car companies are now selling multiple models of hybrid vehicles and all of these companies are continuing in their development efforts towards new hybrid technologies. These companies have greater financial, engineering, manufacturing, and marketing resources than we do. In addition, we face competition from smaller emerging companies that may be focusing their development efforts on technologies similar—or even superior—to ours.  We are not aware of any of these companies




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having adopted our integrated, three-motor approach to hybrid propulsion.  However, escalating fuel prices will likely catalyze the development of many new transportation technologies aimed at reducing fuel costs.

We believe that the patents we have applied for and our early entry into the hybrid-propulsion market will provide us with a competitive advantage. However, our long-term success will depend on whether we are able to develop superior products and market them effectively.

Distributing Our Products

We intend to distribute our two-wheeled vehicles through our direct and indirect relationships with motor sports vendors as well as through retail stores.  Since 2002, Pukka has established direct relationships with numerous motor-sports vendors in the United States and Canada. Through relationships with manufacturer representative groups we have also established indirect relationships with thousands of additional dealers in the United States and internationally. In addition, we have an ongoing relationship with the Army and Air Force Exchange Service—one of the largest retailers in the world—which sells our products through its system of “PX” stores.  Furthermore, one of Pukka’s goals is to develop its technology so as to incorporate it into automobiles for licensing to automobile manufacturers.

Manufacturing

None of our products will incorporate components that we believe will pose sourcing problems. Our primary manufacturing partner is Nortek (Macao Commercial Offshore) Limited (“Nortek”), a company with multiple manufacturing facilities in southeast China. We consider Nortek a close partner and ally since 2002, having built a mutual level of respect and trust.  Nortek is the sole manufacturer of Pukka’s current line of products and its principal is an equity holder in Pukka.

Research and Development

Since 2002, the founders have invested more than three years of full-time labor in developing the company’s catalog of intellectual properties as well as its distribution network and manufacturing relationships. However, the Company continues to require additional funding to support its ongoing development of our technologies.  In fact, several of our technologies are at early stages of development and require further work before completion. If we fail to invest in research and development, our products could become less competitive and less attractive.

Governmental Regulations

Vehicles intended for use on public roadways must satisfy regulations implemented by the United States Department of Transportation (“DOT”) and by the corresponding agencies in other countries.

Our vehicles are also subject to environmental regulations. In the United States, the Environmental Protection Agency has implemented new engine emissions standards that will go into effect during 2006. It will be difficult, and in many cases impossible, for two-stroke engines to meet these standards. These new standards present a competitive advantage for us, since two-stroke engines power many of our competitors’ light vehicles.  None of our products are intended to be powered by two-stroke engines.




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The market for Pukka’s light electric vehicle GX400C has recently decreased in certain markets, primarily due to the passage of laws in some jurisdictions that limit the use of vehicles like the GX400C on public roadways. However, we expect that our future products will meet the requirements of the DOT for road travel.

Risk Factors

An investment in our securities is highly speculative and involves a high degree of risk. Therefore, in evaluating us and our business, you should carefully consider the risks set forth below, which are only a few of the risks associated with our business and with investing in our common stock.

Risk Factors Associated With Our Business

We face intense competition from larger
and financially stronger competitors

We face intense competition for our products and technologies throughout the world from manufacturers of two-wheeled vehicles and automobiles as well as emerging manufacturers. Our competitors are larger, are better financed and have access to existing technologies and production, distribution and financing sources unavailable to us.

We will need additional funding to continue
developing our technology and marketing our products.

The Company requires additional funding to achieve the goals stated in our business plan. In particular, we will need working capital to support continued development of our technologies. If we fail to invest in research and development, our products could become less competitive and less attractive. If we cannot borrow money to cover these costs, we will need to raise additional equity funding.  During the past few years the equity and debt securities markets have fluctuated significantly and offerings of those securities have been difficult to complete.  As a result, in the future, we may not be able to achieve the additional financing required to fund our operations and investments in research and development.  Even if we are able to obtain additional financing, such funding may not be available on favorable terms.  A lack of funds on favorable terms could have a material adverse effect on our business, financial condition, and operating results.

We are not generating significant revenues,
and we anticipate losses for the immediate future.

Sunrise was classified as a shell company and, as such, has had little or no revenues or assets during the past few years.  Pukka is not yet generating significant revenues, and we do not expect it to become profitable for some time. During the year ended December 31, 2005, Pukka generated revenues of $231,151 and had a net loss of $52,469 (which compares to revenues of $885,046 and net profits of $47,496 for the year ended December 31, 2004). We currently anticipate that cash expenditures during the next 24 months will exceed our operating revenues. If acceptance of our products is slower than we expect, we will incur a larger loss than expected




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and may be required to reevaluate our business plan, seek additional financing, or discontinue operations.  No assurances can be given that we will achieve profitability in the near future.

We have a limited number of manufacturers.

Due to our limited resources our products are manufactured by a single source.  This manufacturer is able to meet our current needs and manufacture desired quantities on a timely basis.  If our relationship with this manufacturer was to be discontinued or our needs were to increase, there can be no assurance that this manufacturer could provide the desired quantities of our products or that we would be able to obtain additional reliable manufacturers on a timely and economic basis.

Future sales of our products depend
on whether consumers embrace them.

Our financial success will depend largely on whether we are able to quickly and successfully establish, maintain, and then increase sales of our products. We have assumed that there is a substantial and growing consumer demand for light electric vehicles and other vehicles that offer dramatic fuel efficiencies. To date, we have not commenced retail distribution of our new products. Therefore, we can give no assurances that these products will achieve market acceptance or that such acceptance will occur in a timely manner.

We may experience delays in launching our products.

We may experience delays in bringing our new models to market due to development, manufacturing, or distribution problems. Such delays could adversely affect our ability to capture any meaningful share of the market, could decrease anticipated revenues and could increase our need for additional working capital.

Our business is subject to economic, political,
and other risks associated with international operations.

Our business is subject to risks associated with doing business internationally.  Our contract manufacturer’s headquarters and factory are located in China.  As a result, we are subject to risks due to changes in foreign currency exchange rates, changes in political or economic conditions, trade-protection measures, import or export licensing requirements, delays in shipping of our product caused by terrorism, potential labor activism, or inclement weather overseas, difficulty in managing widespread manufacturing operations, and less effective protection of intellectual property. China has been faced with political instability in the past and such instability may recur in the future. Such a recurrence could have a material adverse effect on our business.

We may be unable to obtain trademarks and patents
protecting our proprietary technology and assets.

Our ability to compete and operate successfully depends in part on our creating, developing, licensing, or acquiring proprietary technology. For us to operate effectively, this technology needs to be protected. We rely primarily on patent,




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trademark, and trade secret laws, confidentiality procedures, and contractual provisions to establish and protect our proprietary rights.

Pukka is the assignee of provisional patent applications filed with respect to certain proprietary technology we have developed. The process of seeking patent protection is both costly and lengthy. In addition, we cannot be certain that the patents we seek will be granted, and we cannot be sure that our patent filings will be sufficient in strength or scope to prevent misappropriation of our technology or other intellectual property.

We may be unable to effectively protect our
intellectual assets and proprietary technology

As part of our standard confidentiality procedures we enter into non-disclosure agreements with our employees and consultants. Despite these precautions, other persons could copy or otherwise obtain and use our technology without authorization, or independently develop similar technology.

In addition, effective protection of intellectual property rights is unavailable or limited in certain foreign countries. We cannot assure you that the protection afforded our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any patents or other intellectual property rights we hold.  Infringement of our intellectual property rights could result in lost revenue opportunities.

We may be subject to claims that we have infringed
the proprietary rights of others.

Although we do not believe that any of our products infringe the proprietary rights of others, we can give no assurances that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us, or that any such assertions or prosecutions will not materially adversely affect our business. Regardless of whether any such claims are valid or can be successfully asserted, defending such claims could cause us to incur significant costs and could divert resources away from our other primary business activities. In addition, the assertion of infringement claims could result in court ordered injunctions that prevent us from distributing our products. If any claims or actions are asserted against us, we may seek to obtain a license to the intellectual property rights that are in dispute. Such a license may not be available on reasonable terms, if at all.

Our growth could strain our resources.

We expect to grow at a rate that will place a significant strain on our managerial, operational, and financial resources. To manage this growth, we would have to develop and install operational and financial systems, as well as hire, train, and manage new scientists, engineers and other employees, in addition to independent consultants. Our success depends upon our ability to attract, retain, and motivate key employees, including those in managerial, engineering, marketing, and other roles. We can give no assurances that we will be able to locate and hire the individuals we will need as our business grows.




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We may suffer as a result of other unforeseen business risks.

The U.S. market for light electric vehicles and hybrid vehicles is in its infancy. As a result, we may be subject to risks that we have not foreseen or fully appreciated. We are subject to all the risks inherent in a small company seeking to develop, market, and distribute new products. The likelihood of our succeeding must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with developing, introducing, marketing, and distributing new products or services in a competitive environment. We cannot guarantee that we will achieve our goals or meet our projections.

Fluctuation in world oil prices may adversely affect us.

Consumer interest in ultra-fuel-efficient vehicles is driven largely by the price of oil and other fossil-based fuels, such as propane and liquid natural gas. If world supplies of these fuels unexpectedly increases, whether due to the discovery of new natural resources, increased refinery capacity, or new and improved supply distribution technologies, consumer interest in hybrid vehicle technologies could drop significantly.

Discovery or the invention of alternative energy sources
could adversely affect us.

The discovery or invention of other alternative energy sources could adversely affect our business.  With world-wide interest in alternative transportation solutions on the rise, it is possible that new energy sources may be discovered or invented. Development of a low-cost, clean, and abundant energy source suitable for transportation-size vehicles could negatively affect our business.

Government-imposed restrictions could negatively affect us.

Our products are subject to government-imposed restrictions on use.  If national, state, or local governments around the world impose significant restrictions on the use of light vehicles, our business and future prospects could be negatively affected.  In fact, the market for our light electric vehicle, the GX400C, has recently decreased due to the passage of laws prohibiting the operation of our product without a license and other laws that prohibit motorized, unlicensed vehicles from operating on public roads.

Risk Factors Related To Our Common Stock and Its Value

There may be future dilution of our common stock

If we sell additional equity or convertible debt securities, those sales could result in additional dilution to our shareholders.

There is no public trading market for our common stock

There has never been any established trading market for our shares of common stock.  Once the Securities and Exchange Commission has indicated to us that they have completed their review process, we intend to submit for quotation of our common stock on the OTC




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Bulletin Board of the NASD.  No assurance can be given that any market for our common stock will develop or be maintained.  For any market that develops for our common stock, the sale of restricted securities (common stock) pursuant to the SEC’s Rule 144 by current stockholders or any other persons to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market, along with sales made pursuant to registration statements filed respecting shares that come within the interpretations of the Wulff Letter or otherwise.  See “Description of Securities - Authorized and Outstanding,” Form 10-SB, Part I, Item 8 and "Recent Sales of Unregistered Securities," Form 10-SB Part II, Item 4.

There may be State Blue-Sky law restrictions
on the resale of our common stock

Under the securities laws of certain states, shares of our common stock may be sold in those states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be able to be sold unless our common stock has been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

Our common stock may be considered a penny stock

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). It is highly likely that our common stock may be considered a penny stock under the SEC’s rules.  Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

Sale of a substantial number of shares of our common stock may cause the
price of our common stock to decline

If our shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These sales may also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. At the time of this filing, only 367,187 shares of the total of 33,023,543 shares of our issued and outstanding common stock are freely tradable (by reason of a pre-Share Exchange Agreement registration filing by




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Sunrise).  However, many of the remaining shares of the Company’s common stock may be sold pursuant to the SEC’s Rule 144 and, in any event, the Company is committed to file a registration statement within the next year which could permit the free trading of a majority of the Company’s common stock.  The availability of such a significant number of shares of our common stock for public trading could cause the price of our common stock to decline.

Our obligation to register shares of our common stock
may increase the number of shares available for public
trading – subject to lock-up/leak-out restrictions

20,406,356 shares of our issued and outstanding common stock are covered by a registration rights agreement and will be freely tradeable upon effectiveness of a registration statement filed in accordance with the terms of such registration rights agreement.  The registration rights agreement provides holders of the 20,406,356 shares with a “best efforts” covenant by the Company to register these shares within one year of the closing of the Share Exchange Agreement between Sunrise and Pukka, and it provides these holders with piggyback rights for certain other registration statements the Company voluntarily files.  Upon filing of such a registration statement, the number of shares of our common stock available for public trading may increase to a level which may have a depressing effect on our stock price.

12,500,000 shares of the aforementioned 20,406,356 shares are subject to the terms of a lock-up/leak-out agreement pursuant to which the holders of these 12,500,000 shares have agreed to restrict their rights to sell, or otherwise dispose of, any common stock, options, warrants or convertible securities of the Company in accordance with the terms of such lock-up/leak-out agreement.  The lock-up/leak-out agreement provides that holders of these 12,500,000 shares will not transfer their shares for a period of 60 days from the first day of a bid/ask market for the Company’s shares of common stock, unless otherwise provided.  The lock-up/leak-out agreement permits a daily allotment of shares (in blocks of either 2,500 or 5,000 shares) to be sold by such shareholders, but restricts any sales of shares under the lock-up/leak-out agreement to be made only at the “offer” or “ask” price and in any event for not less than $1.00 per share.  The lock-up/leak-out agreement further prohibits the holders of these 12,500,000 shares from engaging in any short selling of these shares.  The restrictions imposed by the lock-up/leak-out agreement will terminate 18 months following the closing of the Share Exchange Agreement between Sunrise and Pukka (or earlier in the event of a control change of the Company as described in the lock-up/leak-out agreement).

Dependence on Key Management

The success of the Company depends, to a significant degree, upon the continued service of our management personnel and advisors, and the ability to attract, retain and motivate qualified engineers, research and development personnel, managerial and sales personnel. There can be no assurance that we will be able to retain existing employees or attract, retain and motivate highly- qualified personnel in the future.




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Employees

We currently have three (3) employees.

Reports to Security Holders

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and in accordance with the Securities Exchange Act of 1934, we file annual, quarterly and special reports, and other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC’s regional offices, or the SEC’s public reference facilities Washing, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549, and on the SEC Internet site at www.sec.gov. You also may request a copy of these filings by writing us at 892 North 340 East, American Fork, UT  84003, or by calling us at(801) 756-5831.

Item 2. Management’s Discussion and Analysis or Plan of Operations

We are a technology company engaged in the development and marketing of electric powered vehicles and products.  Our initial product is the GX400C electric mini-bike.  A manufacturing company located in Yantian, China manufactured the GX400C for us.  Sales of this product, though originally strong, have declined from $885,046 in 2004 to $231,151 in 2005 and have declined further in 2006.  We believe the decline was brought about by the imposition of restrictions by various state and local authorities on the use of unlicensed motorized scooters on public roads and streets.  Though there is no restriction on the use of these products on private property, public roadway restrictions limit their usefulness and serve to reduce the market for products of this type.

In 2005 our business effort was refocused and devoted principally to the development of our hybrid technology applications, which resulted in our four (4) filings with the U.S. Patent Office.

Results of Operations

We incurred a net loss of $52,469 for the year ended December 31, 2005 and a net loss of $625,024 for the unaudited six months ended June 30, 2006 including stock-based compensation expenses in the six months of $384,408.  The stock-based compensation is based on issuing 10,650,000 shares of our common stock and granting warrants for the purchase of 3,600,000 shares of our common stock at a price of $0.001 per share.

Our $52,469 net loss for the year 2005 was in comparison to a net income of $47,496 for the year 2004.  The loss was principally due to a decrease in the sale of our GX400C mini-bike.  In addition, in 2005, our management invested their effort and our resources to the development of alternative hybrid technology products resulting in our patent filings.

Plan of Operations

During the period since inception of our business, November 2002 to June 30, 2006 we had incurred operating losses totaling $629,997.  On June 30, 2006 we had a working capital deficiency of $169,484 and a stockholder’s deficit of $195,216.

The continuation of the Company as a going concern is dependent upon the continued financial support from our shareholders, our




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ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Our auditors have expressed substantial doubt concerning our ability to continue as a going concern.

As of June 30, 2006, we had cash on hand of $16,085 and our liabilities totaled $240,198 with $117,669 owed to our principal executive officers and a shareholder.

Commercial Initiatives

We have four technologies for which we have made patent filings: (1) MEC, (2) HRB, (3) ERT, and (4) split-rim transmission. MEC (Maximum Efficiency Control) is a new paradigm in motor control circuitry. We have completed approximately 50% of the design of this circuitry. MEC is applicable for any size of electric/hybrid vehicle, ranging from two-wheel, scooter-type devices to large industrial vehicles. We expect MEC to be ready for commercialization in summer of 2007. HRB (Hydraulic Regenerative Braking) is a novel approach for making HRB systems relevant to small, three and four-wheeled commuter vehicles. HRB could be ready for commercialization as early as the fourth quarter of 2007 but will most likely be ready in 2008. ERT is a linkage technology that enables three separate drive motors to utilize the same power path into a CVT transmission. ERT is applicable to three and four-wheeled vehicles. ERT design cannot be implemented until MEC and HRB are at a later stage of development. Our split-rim transmission technology is ready for commercialization at any time and is applicable to two and three-wheeled vehicles. Commercialization of all of these technologies will require a substantial input of capital over the next twelve to twenty-four months.

Liquidity and Capital Resources

Since our founding, we have financed our operations from sales and through the sale of our equity securities to investors and from borrowings.  We expect to finance operations through the sale of equity in the foreseeable future as we receive minimal revenue from our current business operations.  There is no guarantee that we will be successful in arranging financing on acceptable terms.

We have raised equity capital through issuances of common stock and debt. During the six months ended June 30, 2006 we received proceeds of $140,000 from the issuance of common stock and a promissory note.

At June 30, 2006, we had $16,085 cash on hand.  Our ability to raise additional capital is affected by trends and uncertainties beyond our control.

Our current operating funds are less than necessary for commercialization of our planned products, and therefore we will need to obtain additional financing in order to complete our business plan. We anticipate that up to $2,000,000 of additional working capital will be required over the next 12 months for market introduction of these products through joint venture partners or otherwise. We do not have sufficient cash on hand to meet these anticipated obligations.





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We do not currently have any arrangements for financing and we may not be able to find such financing if required.  Obtaining additional financing would be subject to a number of factors, including investor sentiment.  Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

Item 3. Description of Property

Pukka does not own any property, and rents office and storage space on a month-to-month basis.  On June 15, 2006, Pukka entered into a 5 year lease for approximately 3,000 square feet of stacked office and 4,500 square feet of warehouse space located in Bluffdale Utah.  Occupancy of the new premises is expected to occur in September, 2006.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table indicates how many shares of our common stock were beneficially owned as of August 15, 2006, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of common stock, (2) our directors, (3) our executive officers, and (4) our directors and executive officers as a group.

In general, “beneficial ownership” includes those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights to acquire common stock through the exercise of stock options or warrants that are exercisable currently or become exercisable within 60 days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. We based our calculation of the percentage owned on 33,023,543 shares outstanding on August ___, 2006. The address of each director, executive officer and certain beneficial owners is listed below:

Name and Address

Number of Shares
Beneficially
Owned

Percent of Class

Paul Ressler
     Director, President and COO
942 North 240 East
American Fork, UT 84003

4,216,521

12.77%

Leonard DuCharme
     Director and CEO
892 North 340 East
American Fork, UT 84003

3,916,521

11.86%

Darren Jensen
     Director and Secretary
892 North 340 East
American Fork, UT 84003

2,854,268

8.64%




14





Name and Address

Number of Shares
Beneficially
Owned

Percent of Class

Kripaitis & Associates, LLC (1)(2)(3)
39 Wyandotte Ave.
Oceanport, NJ 07757

1,750,000

5.3%

Peter Kristensen (2)(3)
7668 Quicksilver Dr.
Salt Lake City, UT 84121

2,666,667

8.08%

F. Briton McConkie, Jr. (2)(3)
4014 Splendor Way
Salt Lake City, UT 84124

2,666,667

8.08%

Passport Financial, LLC (2)(3)
14701 Nestled Cove
Draper UT 84020

2,666,666

8.08%

Legend Merchant Group, Inc. (2)
30 Broad Street, 38th Floor
New York, NY 10004

1,650,000

5.0%

Christopher Giordano (3)(4)
264 Union Blvd., First Floor
Totowa, NJ, 07512

1,811,846

5.49%

All officers and directors as a
     group (3 persons)

10,987,310

33.27%

_____________________________

(1) Includes 500,000 shares owned by Ann Marie Kripaitis, the mother of Ray Kripaitis, president of Kripaitis & Associates, LLC.
  
(2) These shares are subject to registration pursuant to a Registration Rights Agreement entered into among Sunrise and certain shareholders on June 7, 2006.  See Part III Item 2.
  
(3) Resale of these shares is limited by a Lock-Up/Leak-Out Agreement entered into among Pukka and certain shareholders.  See Part III Item 2.
  
(4) (1)   Includes 3,159 shares of Sunrise’s common stock owned by Mr. Giordano’s mother and non-resident minor children and 1,011,843 shares of Sunrise’s common stock owned by Birchwood Capital Advisors Group, Inc., a company wholly-owned by Mr. Giordano.

Item 5. Directors, Executive Officers, Promoters and Control Persons

Our directors, officers and key employees are as follows:

Name

Age

Position

Leonard DuCharme 

47

Director and CEO

Darren Jensen

43

Director, Secretary and Treasurer

Paul Ressler

40

Director, President and COO




15






The business experience, principal occupations and employment of each of the above persons during at least the last five years are set forth below.

LEONARD DUCHARME.  In February 2006, Mr. DuCharme joined our Board of Directors and became our Chief Executive Officer. From November 2002 through January 2006, Mr. DuCharme was a Manager and co-founder of our predecessor entity, Pukka USA LLC.  In 2001, Mr. DuCharme brought together a management team, created a business plan, secured funding, and co-founded RDR Global, the manufacturer of the MyGo, an electric drive unit that could be attached to any Razor-type push scooter in less than a minute.  Mr. DuCharme is Mr. Jensen’s brother in-law.

DARREN JENSEN.  In February 2006, Mr. Jensen joined our Board of Directors and became our Secretary. From June 2003 through January 2006, Mr. Jensen was a Manager of our predecessor entity, Pukka USA LLC.   Prior to 2003 he managed circulation operations for a cluster of newspapers owned by MediaNews Group in Northern California. He was also a partner of RDR Global. Darren joined Pukka during the final prototyping phase and was instrumental in bringing the product to market. Mr. Jensen is Mr. DuCharme’s brother in-law.

PAUL RESSLER.  In February 2006, Mr. Ressler joined our Board of Directors and became our President and Chief Operating Officer.  From November 2002 through January 2006, Mr. Ressler was a Manager and co-founder of our predecessor entity, Pukka USA LLC. Since 2001, Mr. Ressler has focused his attention to the light electric vehicle market. He was the co-founder of RDR Global, the manufacturer of the MyGo, and highly instrumental in developing its relationship with Razor USA, who sells the product under the XLR8R brand.  Mr. Ressler currently serves on the board of trustees of the Top Flight Fund (TOPFX) an open-end, no-load mutual fund.

Committees

We do not have any standing audit committee.  We also do not have standing nominating, or compensation committees of the Board of Directors.  The fact that we only have three directors and executive officers, we believe that we are able to effectively manage the issues normally considered by such committees.

Item 6. Executive Compensation

The following table discloses the compensation we paid to our senior executive officers, in the six months ending June 30, 2006 and during the 3 preceding fiscal years.






16






SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Annual Compensation

Long Term Compensation

All Other Compensation
($)

Salary
($)

Bonus
($)

Other Annual Compensation
($)

Restricted Stock Awards
($)

Securities Underlying Options/
SARs
(#)

LTIP Payouts ($)

Leonard DuCharme
   Director and CEO

2006
2005
2004
2003

54,000
16,000
27,000
0

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Darren Jensen
   Director, Secretary
   and Treasurer

2006
2005
2004
2003

45,000
20,000
31,000
0

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Paul Ressler
   Director, President
   and COO

2006
2005
2004
2002

54,000
30,500
43,000
0

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(1) One-half of Salary compensation for the six months ending June 30, 2006 as to each person is accrued and unpaid.

Employment Agreements

None of our employees have employment agreements.

Item 7. Certain Relationships and Related Transactions.

Leonard DuCharme, Paul Ressler, Darren Jensen, and Cary Peterson are the owners of Red Iron Group LLC (“RIG”).  RIG is a distributor similar to other distributors of Pukka products. In accordance with the terms of this program RIG maintains a dealer network, purchases product at distributor cost, and resells to dealers.

Wayne DuCharme is brother to our director and Chief Executive Officer, Leonard DuCharme.  Wayne DuCharme is a Pukka shareholder and one of our retailers in Tacoma, WA.  Mr. DuCharme is a dealer under our standard distributor and dealer agreement and does not have any exclusive or any other special arrangement outside this program.  In accordance with the terms of this program he purchases product at dealer cost and resells product to customers.

Peter Kristensen, F. Briton McConkie, Jr. and Passport Financial, LLC were issued 2,666,667, 2,666,667 and 2,666,666 shares of Pukka common stock, respectively, in consideration for consulting services rendered to Pukka through March 2006.  The accompanying financial statements for the six months ended June 30, 2006, include stock-based compensation expense of $72,533 apiece.

Birchwood Capital Advisors, Inc. (“Birchwood”) and the Company entered into a consulting services agreement on January 1, 2006 for consulting services rendered and to be rendered through January 1, 2007.  In consideration for their services Birchwood




17






received 1,000,000 shares of common stock.  The accompanying financial statements for the six months ended June 30, 2006, include stock-based compensation expense of $27,200.

Legend Merchant Group, Inc. (“Legend”) and the Company have entered into a consulting services agreement on April 1, 2006 for consulting services rendered and to be rendered through April 1, 2008.  In consideration for their services Legend received 1,650,000 shares of common stock.  The accompanying financial statements for the six months ended June 30, 2006, include stock-based compensation expense of $44,880.

There were no material transactions, or series of similar transactions, during the period ended June 30, 2006, or our last two calendar years ended December 31, 2005, and 2004, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded $60,000 and in which any director, executive officer or any security holder who is known to our Company to own of record or beneficially own more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Item 8. Description of Securities

Authorized and Outstanding

Sunrise’s authorized capital stock consists of 99,000,000 shares of common stock, par value $.0001 per share and 1,000,000 shares of preferred stock, par value $.0001 per share. As of date of this Report, there were issued and outstanding 33,023,543 shares of common stock and -0- shares of preferred stock.  The following table summarizes the number of the Company’s shares of common stock, which are subject to restrictions and the number that have been granted rights to registration and are subject to leak-out restrictions.

As of the Date
of Closing


  

Total shares of common stock issued
and outstanding

33,023,543

==============

  

Shares available for resale without
restriction or limitation

367,187

  

Shares which may be sold only
pursuant to registration or an
exemption from registration

32,656,356

  

Shares which are subject to SEC’s
Wulff letter restrictions (1)

2,656,356

  

Shares subject to registration rights
agreement (2)(3)

20,406,356

  

Shares subject to the Lock-Up/Leak-
Out Agreement (2)(4)

12,500,000





18






(1)   Generally, restricted securities can be resold under Rule 144 once they have been held for at least one year, provided that the issuer and seller of the securities each satisfies certain requirements thereunder.  Once two years have lapsed, assuming the holder of the securities is not an "affiliate" of the issuer, unlimited sales can be made without further compliance with the terms and provisions of Rule 144. 

In January, 2000, Richard K. Wulff, the Chief of the Securities and Exchange Commission's Office of Small Business, wrote a letter to Ken Worm, the Assistant Director of the OTC Compliance Unit of NASD Regulation, Inc., in response to a request for guidance (the "Wulff Letter").  The full text of the Wulff Letter can be examined in the CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, issued under the name "NASD Regulation, Inc."

In his request, Mr. Worm had referred to several situations in which non-affiliate stockholders of blank check or shell companies had sought to treat their shares as free trading or unrestricted securities.  As defined in the Wulff Letter, a blank check or shell company is "a development stage company that has no specific business plan or purpose or has indicated its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person."  Sunrise is a blank check and/or shell company as contemplated by the Wulff Letter.

The Wulff Letter stated that promoters and affiliates of blank check or shell companies, as well as transferees of their securities, are "underwriters" with respect to such securities.  Accordingly, transactions in these companies' securities by promoters, affiliates or their transferees do not fall within the scope of the Rule 144 "safe harbor" resales . . . or the Section 4(1) exemption from registration for resales under the Securities Act."

As a result, it is the position of the Securities and Exchange Commission that these securities may be resold by these persons only pursuant to registration under the Securities Act.  According to the Wulff Letter, this restriction would continue to apply even after the blank check or shell company completes a merger or acquisition transaction with an operating entity.  Messrs Omar Barrientos and Christopher Giordano are “affiliates” of Sunrise, as contemplated by the Wulff Letter, and have agreed that neither they nor their affiliates will publicly resell their securities without registration under the Securities Act. 

(2)   See Part III Item 2.

(3)   Includes shares subject to Wulff letter restrictions.

(4)   These shares are subject to the registration rights agreement.

Common Stock

Voting Rights

Holders of Sunrise common stock have the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including




19






election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute or by the articles of incorporation, or in the by-laws, the presence, in person or by proxy duly authorized, of holders of at least 51% of the outstanding shares of Sunrise’s common stock constitutes a quorum for the transaction of business.

Dividends

There are no restrictions in Sunrise’s articles of incorporation or by-laws that prevent us from declaring dividends. The Nevada Revised Statue does, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend (1) we would not be able to pay our debts as they become due in the usual course of business or (2) our total assets would be less than the sum of our total liabilities plus (unless our articles of incorporation permit otherwise) the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Preemptive Rights

Holders of Sunrise’s common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of our common stock are fully paid and non-assessable.

Reverse Stock Split

On February 15, 2006, shareholders owning a majority of Sunrise’s issued and outstanding shares approved in writing a reverse split of our issued and outstanding common stock at the rate of one new share for thirty eight existing shares.  This reverse stock split was effective on March 23, 2006 upon the filing of an amendment to Sunrise’s Articles of Incorporation with the State of Nevada.  The par value of the common stock remained at $0.0001 per share.

2005 Stock Option Plan

On February 15, 2006, Sunrise implemented its 2005 Stock Option Plan (the “Plan”).  The Plan reserves 250,000 shares of Sunrise’s unissued common stock for issuance in accordance with the terms of the Plan.  Initial grants pursuant to the plan include two (2) grants for the purchase of a total of 212,000 shares effective upon the Effective Date of the Plan.  As of the date of this Report, the initial grants were exercised in full, and there remain no options outstanding under the Plan, and 38,000 shares are available for future grant.






20






FORM 10-SB PART II

Item 1. Market Price Of And Dividends On The Registrants Common Equity And Other Shareholder Matters

As of the date of this Report, there is no established trading market for our common stock. As of August 15, 2006, the number of shareholders of record of our issued and outstanding common stock was 33,023,543.  We have no shares preferred stock issued and outstanding.

We have not paid any cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future. Whether we declare and pay dividends will be determined by our board of directors at their discretion subject to certain limitations imposed under Nevada law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

The transfer agent for our common stock is Signature Stock Transfer Company.

Item 2. Legal Proceedings

During the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of ours:

(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Item 3. Changes In and Disagreements With Accountants

None.













21






Item 4. Recent Sales of Unregistered Securities

Name and Relationship

Date Acquired

Aggregate
Shares

 Aggregate
Consideration


   

 

 

 

Issued for Services

 

 

 

Stock Options under the 2005
Stock Option Plan,
Sunrise Consultants (1)

March 24, 2006

212,000

 $    40,000

Peter Kristensen, Brit McConkie
and Passport Financial, LLC,(2)
Pukka Consultants

March 1, 2006

8,000,000

$   217,600

Legend Merchant Group, Inc.,
Pukka Advisor (2)

April 7, 2006

1,650,000

 $    44,880

Transcontinental Media, Ltd.;
MNDD Communications, Ltd. and
Topaz Analytic, Ltd., Pukka
Advisors (2)

April 10, 2006

3,600,000

 $    94,320

Birchwood Capital Advisors
Group, Inc. (2)
Pukka Consultant

January 1, 2006

1,000,000

$    27,200

Issued for Cash or Other
Property (1):

Omar Barrientos and Christopher
Giordano (1)
Sunrise Affiliates

November 15, 2005

630,306

 $    12,500

6 Pukka Shareholders (2)

March 13, 2006

4,500,000

 $   100,000

Pukka Shareholder (2)

March 7, 2006

100,000

 $     25,000

Pukka Shareholder (2)(3)

February 6, 2006

15,000

 $          408

All Pukka Shareholders (1)(4)

August 15, 2006

31,000,000

 $               -


_____________________________
(1) Sunrise issued all of these securities to persons who were "accredited investors," and each had prior access to all material information about us.  This offering and sale of shares of common stock qualified for exemption under Section 4(2) and/or Section 4(6) of the Securities Act, since the issuance by Sunrise did not involve a public offering. The offering was not a public offering as defined in Section 4(2) and/or Section 4(6) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. Sunrise did not undertake an offering in which Sunrise sold shares to a large number of investors.  In addition, these investors had the necessary investment intent as required by Section 4(2) and/or Section 4(6) since
 




22






they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensures that these shares will not be immediately redistributed into the market and therefore not be part of a public offering. This offering was done with no general solicitation or advertising by Sunrise. Based on an analysis of the above factors, Sunrise has met the requirements to qualify for exemption under Section 4(2) and/or Section 4(6) of the Securities Act for this transaction.
  
(2) Pukka issued all of these securities to persons who were "accredited investors," and each had prior access to all material information about us.  This offering and sale of shares of common stock qualified for exemption under Section 4(2) and/or Section 4(6) of the Securities Act, since the issuance by Pukka did not involve a public offering. The offering was not a public offering as defined in Section 4(2) and/or Section 4(6) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. Pukka did not undertake an offering in which Sunrise sold shares to a large number of investors.  In addition, these investors had the necessary investment intent as required by Section 4(2) and/or Section 4(6) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensures that these shares will not be immediately redistributed into the market and therefore not be part of a public offering. This offering was done with no general solicitation or advertising by Sunrise. Based on an analysis of the above factors, Pukka has met the requirements to qualify for exemption under Section 4(2) and/or Section 4(6) of the Securities Act for this transaction.
  
(3) Pukka also issued its $15,000 promissory note together with these 15,000 shares of common stock as additional interest.
  
(4) Sunrise acquired Pukka by issuing 31,000,000 shares of its common stock to all shareholders of Pukka pursuant to the Stock Exchange Agreement.  We believe these securities were exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) and/or Section 4(6) thereof.


Item 5. Indemnification of Officers and Directors

Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Nevada law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our articles of incorporation requires us to indemnify our directors and officers to the fullest extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law.

Under Nevada law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

(1)   conducted himself or herself in good faith;




23






(2) reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and
  
(3) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may be indemnified against expenses, including attorney fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the corporation, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

FORM 10-SB PART F/S

See Item 9.01 Financial Statements and Exhibits, item (a) Financial Statements of Business Acquired and item (b) Pro Forma Consolidated Financial Information

FORM 10-SB PART III

Item 1.     Index to Exhibits

See Item 9.01 Financial Statements and Exhibits, item (d) Exhibits.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

All sales of unregistered securities by the Company have been described above at “Recent Sales of Unregistered Securities,” Form 10-SB, Part II, Item 4.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01   CHANGES IN CONTROL OF REGISTRANT

Sunrise incorporates be reference the information set forth in the Schedule of 14F-1 that it filed with the Commission on June 13, 2006.




24






ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)   Resignation of Principal Officers and Directors

On August 15, 2006, Omar Barrientos resigned as President and Treasurer and as a Director of Sunrise, effective immediately.

On August 15, 2006, Gene Fairchild resigned as Secretary and as a Director of Sunrise, effective immediately.

(c)   Appointment of Principal Officer

On August 15, 2006, Sunrise’s board of directors appointed Leonard DuCharme to be its Chief Executive Officer, effective immediately, Paul Ressler to be it’s President and Chief Operating Officer, effective immediately, and Darren Jensen to be it’s Secretary and Treasurer, effective immediately.

(d)   Appointment of Directors

On August 15, 2006, the following persons were appointed directors of Sunrise:  Paul Ressler, Leonard DuCharme, and Darren Jensen.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

The information provided in Item 2.01 of this Report is incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial Statements of Business Acquired

Audited consolidated financial statements of Pukka USA LLC and Affiliate as of the years ended December 31, 2005 and 2004.

Unaudited consolidated financial statements of Pukka USA Inc. and Affiliate as of the six months ended June 30, 2006.

(b)   Pro Forma Consolidated Financial Information

Pro forma unaudited consolidated financial information showing the effects of the acquisition as to the consolidated reporting group of Sunrise U.S.A. Incorporated together with its wholly-owned subsidiary (Pukka USA, Inc.) and their affiliated company (Red Iron Group, LLC) for the six months ended June 30, 2006.

(c)   Not Applicable

(d)   Exhibits

3.1

Articles of Incorporation (1)

3.2

By-Laws (1)

  

10.1

Share Exchange Agreement dated June 7, 2006  (2)

10.1.1*

Signature Pages to Share Exchange Agreement

10.2*

Waiver of Share Exchange Agreement Condition

10.3*

Second Waiver of Share Exchange Agreement Condition

10.4*

Third Waiver of Share Exchange Agreement Condition





25






10.5*

Consent and Acceptance

  

10.6

Registration Rights Agreement dated June 7, 2006 (2)

10.6.1*

Signature Pages to Registration Rights Agreement

  

10.7*

Lock-Up/Leak-Out Agreement dated June 7, 2006

  

10.8*

Assignment of Patent Rights
(Patent ## 10/958,152, 60/732,574 and 60/748934)

10.9*

Assignment of Patent Rights
(Patent ## 60/732,613 and 60/748935)

  

10.10*

Lease Agreement, dated June 15, 2006, between Pukka and Point
Management, LLC

  

10.11*

Corporate Services Agreement, dated January 1, 2006, by and
between Pukka USA, Inc. and Birchwood Capital Advisors, Inc.

  

10.12*

Corporate Services Agreement, dated  April 7, 2006, by and
between Pukka USA, Inc., and Legend Merchant Group

  

10.13*

Investor Relations Agreement dated April 3, 2006, Warrant
Agreement and Consent to Substitution of Shares of Sunrise USA
Incorporated Common Stock with Transcontinental Media, Ltd.

  

10.14*

Investor Relations Agreement dated April 3, 2006, Warrant
Agreement and Consent to Substitution of Shares of Sunrise USA
Incorporated Common Stock with MNDD Communications, Ltd.

  

10.15*

Investor Relations Agreement dated April 3, 2006, Warrant
Agreement and Consent to Substitution of Shares of Sunrise USA
Incorporated Common Stock with Topaz Analytics, Ltd.

  

10.16*

Product Purchase Agreement, dated as of September 24, 2002,

10.17*

Manufacturing Representative Agreement, dated as of February 1, 2005

10.18*

Sales and Service Representative Agreement, dated as of March 31, 2005

10.19*

Professional Services Agreement, dated as of April 1, 2005

  

17.1*

Resignation Letter of Omar Barrientos dated August 15, 2006

17.2*

Resignation Letter of Gene Fairchild dated August 15, 2006

  

21.1*

List of Subsidiaries

  

23.1*

Consent of Independent Registered Public Accounting Firm

  

*

Filed herewith





26






(1)

Incorporated herein by reference to Form 10SB12G/A filed with
the Securities & Exchange Commission on July 20, 2005 (SEC File No. 000-50370)

(2)

Incorporated herein by reference to Form 8-K filed with the
Securities & Exchange Commission on June 7, 2006 (SEC File No. 000-50370)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNRISE U.S.A. INCORPORATED


Dated: August 21, 2006 

By:

/s/ Leonard DuCharme                          

Chief Executive Officer































27






FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS


Audited Financial Statements of Business Acquired:

Independent Auditor’s Report on the Financial Statements

F-1

Consolidated Balance Sheet as of December 31, 2005 and 2004

F-2

Consolidated Statement of Operations and Members’ Equity For
The Years Ending December 31, 2005 and 2004

F-3

Consolidated Statement of Cash Flows For The Years Ending
December 31, 2005 and 2004

F-4

Notes to the Consolidated Financial Statements

F-5

Unaudited Financial Statements of Business Acquired:

Consolidated Balance Sheet as of June 30, 2006

F-11

Consolidated Statement of Operations and Members’ Equity For
The Six Months Ending June 30, 2006 and 2005

F-12

Consolidated Statement of Cash Flows For The Six Months
Ending June 30, 2006 and 2005

F-13

Notes to the Consolidated Financial Statements

F-14

Unaudited Pro Forma Financial Statements:

Pro Forma Consolidated Condensed Financial Statements For
The Six Months Ending June 30, 2006

F-19
















28






Independent Auditor’s Report on the Financial Statements

To the Board of Directors
Pukka USA, Inc

We have audited the accompanying consolidated balance sheets of Pukka USA, LLC as of December 31, 2005 and 2004 and the related consolidated statements of income, member’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pukka USA, LLC as of December 31, 2005 and 2004 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 9 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
Salt Lake City, Utah
June 20, 2006









F-1






PUKKA USA, LLC and Affiliate
CONSOLIDATED BALANCE SHEET
For the Years Ending December 31, 2005 and 2004

December 31,

December 31,

ASSETS

2005

2004



Current Assets:

     Cash

$

  9,256

$

27,618

     Accounts Receivable

           10,658

           35,004

     Less:  Allowance for doubtful accounts

            (6,717)

         (30,579)

     Inventory

                   -  

           87,565



     Total Current Assets

           13,197

         119,608

  

     Equipment

             7,078

             7,078

     Less:  Accumulated Depreciation

            (1,011)

                  -  



         Total Equipment

             6,067

             7,078

  

     Patents

             8,821

             8,521

     Less:  Accumulated Amortization

               (535)

              (107)



         Total Patents

             8,286

             8,414

  

Total Assets

$

27,550

$

135,100

=========== ===========

  

LIABILITIES & MEMBERS' EQUITY

  

Current Liabilities

     Accounts Payable

$

58,867

$

51,465

     Accrued Expenses

             7,743

             8,513



Total Current Liabilities

           66,610

           59,978

  

Long-term Liabilities

     Line of credit

             3,978

             6,425

     Notes Payable to Members

           35,888

           39,888



Total Long-term Liabilities

           39,866

           46,313

  

Total Liabilities

         106,476

         106,291

  

Members' Equity

          (78,926)

           28,809



  

Total Liabilities and Members' Equity

$

27,550

$

135,100

===========

===========








The accompanying notes are an integral part of these consolidated financial statements

F-2






PUKKA USA, LLC and Affiliate
CONSOLIDATED STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY
For the Years Ending December 31, 2005 and 2004

Year Ended
December 31, 2005

Year Ended
December 31, 2004



  

Revenues

$

231,151

$

885,046

Cost of Goods Sold

195,251

714,474



     Gross Profit

35,900

170,572

  

Expenses:

     General and Administrative

70,025

59,909

     Marketing

8,598

28,008

     Bad Debt Expense

7,201

34,666

     Amortization

428

107

     Depreciation

1,011

-



Total Operating Expenses

87,263

122,690

  

Other Expenses:

     Interest Expense

1,106

386



  

Net (Loss) Income

$

 (52,469)

$

47,496

  

Beginning Members' Equity

$

28,809

$

16,454

     Contributions

-

69,859

     Distributions

(55,266)

(105,000)



Ending Members' Equity

$

 (78,926)

$

28,809

============

============















The accompanying notes are an integral part of these consolidated financial statements

F-3






PUKKA USA, LLC and Affiliate
CONSOLIDATED STATEMENT OF CASH FLOW
For the Years Ending December 31, 2005 and 2004

For the year
ended

For the year
ended

December 31,
2005

December 31,
2004



Cash Flows from Operating Activities:

  

Net (Loss) Income

$

 (52,469)

$

47,496

  

Adjustments to reconcile net loss to net cash

Provided be operating activities:

     Depreciation & Amortization

1,439

107

   Changes in assets and liabilities:

     Accounts receivable

24,346

13,654

     Allowance for doubtful accounts

 (23,862)

30,589

     Inventory

87,565

7,027

     Patents

 (300)

 (8,521)

     Loans to shareholders

 (4,000)

 (34,510)

     Line of credit

 (2,447)

-

     Current portion of notes payable

-

-

     Accounts payable and accrued expenses

6,632

7,570



          Net cash provided by Operating Activities

36,904

63,412

  

Cash Flows from Investing Activities:

     Purchases of fixed assets

-

 (7,078)



          Net cash used by Investing Activities

-

 (7,078)

  

Cash Flows from Financing Activities:

     Line of credit

-

6,425

     Member distributions

 (55,266)

 (105,000)

     Member contributions

-

 69,859



Net cash used by Financing Activities

(55,266)

 (28,716)

  

Net (Decrease) Increase in Cash

$

 (18,362)

$

27,618

  

Cash at Beginning of Period

$

27,618

$

-



  

Cash at End of Period

$

9,256

$

27,618

============ ============

  

Cash paid for:

    Interest

$

-  

$

-  

    Taxes

$

-  

$

-  







The accompanying notes are an integral part of these consolidated financial statements

F-4






Pukka USA, LLC and Affiliate
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Pukka USA, LLC (‘PUL”) is a Utah limited liability company formed on November 21, 2002 and is engaged in the business of manufacturing and selling an electric mini-bike and developing other electric motor driven transportation vehicles and associated products.  Red Iron Group, LLC (“RIG”) is a Utah limited liability company formed on April 23, 2003 for the purpose of purchasing and distributing the PUL electric mini-bike.

PUL and RIG are commonly controlled companies having shared management and more than 50% shared ownership. Accordingly, the accompanying consolidated financial statements include the accounts of both companies for all periods presented.  PUL and RIG are collectively referred to hereafter as the “Company.”

PUL is the holder of three (3) provisional and one (1) non-provisional patent applications for certain electric motor driven vehicle technologies which the Company believes to be unique.  The Company’s principle business focus is the development and commercial application of these technologies. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of PUL and its affiliated entity RIG.  Affiliate entities in which PUL directly or indirectly owns more than 50% of the outstanding, voting interest are accounted for under the consolidation method of accounting. Under this method, an investee company's results of operations are reflected within PUL’s consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated.

Equity-Based Compensation Arrangements

The Company applies the intrinsic value method of accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting For Stock Issued To Employees," and related interpretations, in accounting for its equity-based grants to employees. Under the intrinsic value method of accounting, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. The Company applies the disclosure provisions specified in Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock Based Compensation - Transition and Disclosure - an Amendment of SFAS 123." PUL applies SFAS No. 123, "Accounting for Stock-Based Compensation," in accounting for equity-based grants to non-employees.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.




F-5






Allowance For Doubtful Accounts

The Company records bad debts using the allowance method. Accordingly, an allowance has been recorded in the consolidated financial statements for accounts that have been deemed to be doubtful of collection.

Equipment

Equipment is recorded at cost.  Depreciation is provided by use of the straight-line method over the estimated useful life of the asset (7 years)

Capitalized Interest

There was no capitalized interest during 2005 or 2004.

Product Research and Development

All costs incurred to establish the technological feasibility of new products or technology to be sold, leased, or otherwise marketed are charged to expense. Technological feasibility is established when a product design and a working model of the product have been completed and confirmed by testing. Costs to produce or purchase technology incurred subsequent to establishing technological feasibility are capitalized. Capitalization of costs ceases when the product is available for general release to customers. Costs to perform consulting or development services are charged to cost of revenues in the period in which the corresponding revenues are recognized. Costs of maintenance and customer support are charged to expense when related revenue is recognized or when these costs are incurred, whichever occurs first.

The Company has not incurred any costs related to the production or purchase of it’s hybrid technology, the feasibility of which will be confirmed through future testing.  All costs associated with the development, production and sale of the Pukka GX400C have been expensed in the periods to which they relate.

Patents

The costs of patents include direct costs incurred by the Company in applying for patents covering its internally developed technologies.

Revenue Recognition

The Company recognizes revenue when title to the related goods has been transferred to the buyer. For services rendered, revenue is recognized once the service has been completed.





F-6






Income Taxes

PUL and RIG are limited liability companies and are considered as partnerships for income tax purposes wherein all items of income and expense are passed through to their members.  Accordingly, there is no provision for income taxes or for deferred tax assets.

Impairment or Disposal of Long-Lived Assets:

In August 2001, FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.  Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.  When necessary, impaired assets are written down to their estimated fair value based on the best information available.  The Company has implemented FAS 144 for this fiscal year.

Recently Enacted Accounting Standards

The Company does not expect that the adoption of other recent accounting pronouncements will have a material effect on it’s financial statements.  Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions – an amendment of FASB Statements No. 66 and 67”, SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29”, and SFAS No. 123 (revised 2004), “Share-Based Payment”, SFAS No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”, and SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”, were recently issued.  SFAS No. 151, 152, 153 and 123 (revised 2004), 154 and 155 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Use of Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company incurred a net loss of $52,469 for the year ended December 31, 2005 and has an accumulated deficit of $78,926 as of December 31, 2005. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has incurred losses since its inception and has limited on-going operations.  Further, the Company has current liabilities in excess of current assets.  The Company’s ability to continue as a going concern is dependent upon its ability to raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to




F-7






obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to, liquidate available assets, restructure the company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 4 – PLAN OF 0PERATIONS

The Company’s revenue has been derived from the sale of an electric mini-bike known as the “Pukka GX400C.”  .

The Company has three (3) provisional patents and one (1) non-provisional patent filed with the U.S. Patent and Trademark Office.  The applications were filed for technology the Company believes to be unique in the application of:

(i) a maximum efficiency control device (“MEC”) that will allow an electric motor to run more efficiently by operating at or near it peak operating limit for a higher percentage of total operating time filed on December 1, 2005,
  
(ii) a hydraulic regenerative braking system (“HRB”) for capturing a moving vehicle’s kinetic energy for use in braking or battery recharging filed on November 3, 2005 and an update on December 12, 2005,
  
(iii) an integrated extended range propulsion system (“ERT”) linking three drive motors to the same transmission filed on November 3, 2005, and
  
(iv) a split-rim wheel (“Split-Rim”) that encapsulates a multi-speed planetary gear style transmission for light vehicles having small diameter wheels and small motors filed on October 4, 2004.

The Company will require additional capital in order to complete the development and commercial application of these technologies.  The Company has undertaken a plan of recapitalization which the Company anticipates will enable it to obtain the requisite capital.  There is no assurance that the Company will be able to raise the requisite capital when needed, or that such capital if received, will be sufficient to complete all of the work necessary to commercially develop the Company’s technologies.  There is also no assurance that the Company will be able to sell its debt or securities, or if able to do so, that such debt or equity securities can be issued on acceptable or favorable terms.

NOTE 5 – PATENTS

The direct costs associated with the filing of the Company’s patents have been capitalized and will be amortized over the effective period of the related patents once granted (20 and 21 years). The Company follows SFAS 121, which requires a review of the Company’s patents be made whenever events or changes in circumstances indicate that the carrying amount of the patents may not be recoverable. As of the date of these consolidated financial statements, no such events have occurred.




F-8






NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company rents office and storage space on a month-to-month basis.  The accompanying consolidated financial statements include rent expense of $7,345 and $5,575 for the years ended 2005 and 2004 respectively.

In 2004 a distributor of the Pukka GX400C was involved in a warranty claim lawsuit related to the distributor’s refurbishment of a used mini-bike.  In the first quarter of 2006 the distributor asserted a third-party claim against PUL.  The suit was settled shortly thereafter with PUL contributing $7,500 to the settlement, of which $2,500 was paid by PUL’s insurance carrier.  The total amount accrued in the financial statements as of December 31, 2004 and 2005, for this lawsuit is $7,500.  The Company does not expect to incur any additional expense related to this action.

NOTE 7 – NOTES PAYABLE MEMBERS

The Company had outstanding notes payable to Members of $35,888 and $39,888 at December 31, 2005 and 2004, respectively.  The notes are for cash advanced and unreimbursed expenses incurred by Paul Ressler, Darren Jensen, and Leonard DuCharme. Each note is payable along with any unpaid interest within 30 days of demand and bears interest at the rate of four percent (4%) per annum.

NOTE 8 – MEMBER INTERESTS

Each of PUL’s members’ interest is equal in rights and terms and entitles its owner to a pro-rata interest in each item of PUL income, expense and cash distributions, if any.  The members have no obligation to contribute capital to PUL and none of the members have any obligation for the general debts or obligations of PUL.

Each of RIG’s members’ interest is equal in rights and terms and entitles its owner to a pro-rata interest in each item of RIG income, expense and cash distributions, if any.  The members have no obligation to contribute capital to RIG and none of the members have any obligation for the general debts or obligations of RIG.

NOTE 9 – RECAPITALIZATION

On February 1, 2006 PUL converted its form of business from a Utah limited liability company to a Utah corporation (named Pukka USA, Inc. (“Pukka”)), issuing 12,135,000 shares of its $0.001 par value voting common stock in conversion of 100% of the limited liability company member interests.

NOTE 10 – SUBSEQUENT EVENTS

On January 1, 2006 Pukka entered into a consulting services agreement with Birchwood Capital Advisors Group, Inc. (“Birchwood”)  As compensation for these services, Birchwood will be issued 1,000,000 shares of Pukka common stock.




F-9






During February and March, 2006, Pukka received an aggregate total of $140,000 from three (3) private placement financings: (i) received $15,000 upon the issuance of its $15,000 promissory note plus 15,000 shares of Pukka common stock, (ii) received $25,000 in exchange for the issuance of 100,000 shares of Pukka common stock, and (iii) received $100,000 in exchange for the issuance of 4,500,000 shares of Pukka common stock.

In March, 2006 Pukka issued 8,000,000 shares of common stock to two (2) individuals and one (1) company for consulting services rendered.

On April 7, 2006 Pukka entered into an Investment Banking Agreement with Legend Merchant Group, Inc.(“Legend”).  As compensation for these services, Legend will be issued 1,650,000 shares of Pukka common stock. 

As of the date of the Birchwood and the Legend agreements Pukka did not have a number of authorized but unissued shares of common stock sufficient to satisfy the requirements for the issuance of shares to Legend or to Birchwood.  These shares are being issued to Legend and Birchwood as part of the completion of the Share Exchange Agreement as described below.

On April 10, 2006 Pukka entered into three (3) Investor Relations Agreements with Transcontinental Media, Ltd; MNDD Communications, Ltd and Topaz Analytic, Ltd. In exchange for the issuance of warrants for the purchase of 3,600,000 shares of Pukka common stock an exercise price of $0.001 per share (the “Warrants”).  The companies were granted 1,200,000 Warrants each.

On August 15, 2006 Pukka and it’s shareholders closed upon a Share Exchange Agreement with Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), whereby, Sunrise acquired 100% of the capital stock of Pukka and the shareholders and management of Pukka assumed control of Sunrise (the “Reverse Acquisition”).  In consideration of the acquisition, the shareholders and other equity security holders of Pukka received 31,000,000 shares of Sunrise common stock representing 93.87% of the post acquisition outstanding shares of Sunrise common stock.















F-10






Unaudited Financial Statements of Business Acquired:


PUKKA USA, INC. and Affiliate
Consolidated Balance Sheet

June 30,

December 31

2006

2005

(Unaudited)

(Audited)



ASSETS

Current Assets:

     Cash

$

     16,085

$

      9,256

     Accounts Receivable

         8,901

            10,658

     Less:  Allowance for doubtful accounts

             (8,901)

             (6,717)

     Employee Advances

            16,000

                    -  



Total Current Assets

            32,085

            13,197

  

     Equipment

              7,078

              7,078

     Less:  Accumulated Depreciation

             (2,191)

             (1,011)



Total Equipment

              4,887

              6,067

  

     Patents

              8,821

              8,821

     Less:  Accumulated Amortization

                (811)

                (535)



Total Patents

              8,010

              8,286

  

Total Assets

$

            44,982

$

            27,550

============ ============

  

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

     Accounts Payable

$

          100,600

$

            58,867

     Accrued Wages Payable

            66,781

              7,743

     Accrued Expenses

            19,188

     Note Payable

            15,000



Total Current Liabilities

          201,569

            66,610

  

Long-term Liabilities

     Line of credit

              2,741

              3,978

     Notes Payable to Shareholders

            35,888

            35,888



Total Long-term Liabilities

            38,629

            39,866

  

Total Liabilities

$

          240,198

$

          106,476

  

Stockholders' Equity (Deficit)

     Common Stock - $.001 par value, 25,000,000 shares authorized,

        12,135,000 shares pro forma issued and outstanding on
        December 31, 2005 and 24,750,000 shares issued and
        outstanding on June 30, 2006

$

            24,750

$

            12,135

     Common Stock Subscribed 2,650,000 shares

              2,650

     Additional Paid-In Capital

          402,408

       (91,061)

     Accumulated Deficit

         (625,024)

                    -  



Total Stockholders' (Deficit)

         (195,216)

           (78,926)

   

Total Liabilities and Stockholders' Equity (Deficit)

$

            44,982

$

            27,550

============ ============



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

F-11





PUKKA USA, INC. and Affiliate
Consolidated Statement of Operations
For The Six Months Ended June 30, 2006 and 2005
(Unaudited)

Six Months

Six Months

Ended

Ended

June 30

June 30

2006

2005



  

Revenues

$

           14,572

$

         216,542

Cost of Goods Sold

             6,605

         114,648



     Gross Profit

             7,967

         101,894

  

Expenses:

     General and Administrative

         245,617

           30,998

     Stock based compensation

         384,000

-

     Marketing

-

-

     Bad Debt Expense

             2,184

-

     Amortization

                276

                214

     Depreciation

                506

                506



Total Operating Expenses

         632,583

           31,718

  

Other Expenses:

     Interest Expense

                408

                821



  

Net (Loss) Income

$

      (625,024)

$

           69,355

============

============











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

F-12





PUKKA USA, INC. and Affiliate
Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 2006 and 2005
(Unaudited)

Six Months

Six Months

Ended

Ended

June 30

June 30

2006

2005



Cash Flows from Operating Activities:

Net (Loss) Income

$

       (625,024)

$

           69,355

  

Adjustments to reconcile net loss to net cash

Provided by operating activities:

     Depreciation & Amortization

               782

                782

     Issuance of stock for services & interest

        290,088

                   -  

     Issuance of warrants for services

          94,320

                   -  

   Changes in assets and liabilities:

     Accounts receivable

            1,757

         (81,240)

     Allowance for doubtful accounts

            2,184

         (30,579)

     Employee advances

         (16,000)

                   -  

      Inventory

           87,565

     Accrued expenses

          11,445

           (1,203)

     Accrued wages payable

          66,781

                   -  

     Accounts payable

          41,733

         (19,892)



  

          Net cash provided by Operating Activities

       (131,934)

           24,788

    

Cash Flows from Investing Activities:

     Purchases of assets

 - 

              (300)



  

          Net cash used by Investing Activities

 - 

              (300)

  

Cash Flows from Financing Activities:

     Note payable to shareholder

          15,000

           (4,000)

     Payments on line of credit

           (1,237)

           (1,217)

     Issuance of stock for cash

        125,000

-

    Distributions to members

         (32,000)



  

          Net cash used by Financing Activities

        138,763

         (37,217)



  

Net (Decrease) Increase in Cash

$

            6,829

$

         (12,729)

Cash at Beginning of Period

            9,256

           27,618



  

Cash at End of Period

$

          16,085

$

           14,889

=========== ===========

  

Cash paid for:

Interest

                  -  

Taxes

 -  




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

F-13





PUKKA USA, INC. and Affiliate
Notes to the Condensed Consolidated Financial Statements
(Unaudited)


Note 1 – Basis of Presentation

The unaudited condensed consolidated financial information included for the six month period ended June 30, 2006 and 2005 have been prepared by Pukka USA, Inc. (“Pukka”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with Pukka’s consolidated financial statements and the notes thereto for the years ending December 31, 2005 and 2004 included in the Report on Form 8-K filed with the Securities and Exchange Commission by Sunrise U.S.A. Incorporated. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2006.

Note 2 – New Accounting Standards

Effective January 1, 2006, Pukka adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No.123R) requiring that compensation cost relating to share-based payment transactions be recognized under fair value accounting and recorded in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the grantee’s requisite service period (generally the vesting period of the equity award). Prior to January 1, 2006, share-based compensation to employees was recorded in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations. The Company also followed the disclosure requirements of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”. Pukka adopted SFAS No. 123R using the modified prospective method and, accordingly, financial statement amounts for prior periods presented herein have not been restated to reflect the fair value method of recognizing compensation cost relating to non-qualified stock options. There was no compensation cost related to non-qualified stock options recognized in operating results for the six months ended June 30, 2006 and 2005.

According to the fair value method of valuing option awards the fair value is estimated on the date of grant using the Black-Scholes option-pricing model. The use of this model includes; (i) a calculation of an expected volatility based on historical stock





F-14






trading prices, (ii) derivation of an expected term for the option using an estimate of the time options are expected to remain outstanding as defined under the SEC Staff Accounting Bulletin No. 107, Topic 14: “Share-based Payment,” and (iii) the use of the risk-free rate for periods within the contractual life of the option using the U.S. treasury yield curve in effect at the time of grant.

Note 3 – Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of Pukka as a going concern. Pukka incurred a net loss of $624,024 for the six months ended June 30, 2006 and has an accumulated deficit of $624,024 as of June 30, 2006. Consequently, the aforementioned items raise substantial doubt about Pukka’s ability to continue as a going concern.

The Company has incurred losses since its inception and has limited on-going operations.  Further, the Company has current liabilities in excess of current assets.  The Company’s ability to continue as a going concern is dependent upon its ability to raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to, liquidate available assets, restructure the company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 4 – Patents and Plan of Operations

Pukka is the holder of three (3) provisional and one (1) non-provisional patent applications for certain electric motor driven vehicle technologies, which the Company believes to be unique.  The Company’s principle business focus is the development and commercial application of these technologies.  The applications were filed for technology the Company believes to be unique in the application of:
(i) a maximum efficiency control device (“MEC”) that will allow an electric motor to run more efficiently by operating at or near it peak operating limit for a higher percentage of total operating time filed on December 1, 2005,
  
(ii) a hydraulic regenerative braking system (“HRB”) for capturing a moving vehicle’s kinetic energy for use in braking or battery recharging filed on November 3, 2005 and December 12, 2005,
  
(iii) an integrated extended range propulsion system (“ERT”) linking three drive motors to the same transmission filed on November 3, 2005, and
  
(iv) a split-rim wheel (“Split-Rim”) that encapsulates a multi-speed planetary gear type transmission for light vehicles having small diameter wheels and small motors filed on October 4, 2004.

The Company will require additional capital in order to complete the development and commercial application of these technologies.  The Company has




F-15






undertaken a plan of recapitalization, which the Company anticipates will enable it to obtain the requisite capital.  There is no assurance that the Company will be able to raise the requisite capital when needed, or that such capital if received, will be sufficient to complete all of the work necessary to commercially develop the Company’s technologies.  There is also no assurance that the Company will be able to sell its debt or securities, or if able to do so, that such debt or equity securities can be issued on acceptable or favorable terms.

Note 5 – Statutory Conversion

On February 1, 2006, Pukka converted its form of business from a Utah limited liability company to a Utah corporation, issuing 12,135,000 shares of its $0.001 par value voting common stock in conversion of 100% of the limited liability company member interests.

Note 6 – Accrued Wages Payable

The Company has accrued compensation due officers of $66,781 payable $24,934 to Leonard DuCharme, $$24,934 to Paul Ressler and $16,912 to Darren Jensen.  This compensation is due for the period from April to June 2006 and will be paid to without interest. The Company anticipates accruing unpaid compensation until the Company’s cash flow permits the payment of the accrued compensation.

Note 7 – Notes Payable

On February 6, 2006 Pukka issued its promissory note in the amount of $15,000.  The promissory note is repayable August 6, 2006 and bears interest at the rate of 20% per annum.  In addition Pukka issued 15,000 shares of common stock to the lender as additional interest.  The issuance of these shares has been accounted for as additional promissory note interest and the accompanying financial statements include $408 of interest expense representing the fair value of this stock-based payment.

The Company had outstanding notes payable to Members of $35,888 at December 31, 2005 and June 30, 2006.  The notes are for cash advances and unreimbursed expenses incurred by Paul Ressler, Darren Jensen, and Leonard DuCharme. The notes are due within 30 days of demand and bear interest at a rate of four percent (4%) per annum.

Note 8 – Related Party Transactions

On January 1, 2006 Pukka entered into a business consulting agreement with Birchwood Capital Advisors Group, Inc.  In consideration for the services to be performed under the agreement Birchwood was paid 1,000,000 shares of common stock.  The accompanying financial statements include $27,200 of consulting services expense representing the fair value of this stock-based compensation payment.  

March, 2006 the Company issued 8,000,000 shares of common stock to three (3) individuals for consulting services rendered.  The accompanying financial statements include an aggregate of $217,600 of consulting services expense representing the fair value of this stock-based compensation payment.

On April 1, 2006 Pukka entered into a business consulting agreement with Legend Merchant Group, Inc.  The agreement provides that Legend is to be issued 1,650,000 shares of Pukka common stock upon the execution of the agreement and for Legend to



F-16






provide financial consulting services for a period of two years.  The accompanying financial statements include $44,880 of consulting services expense representing the fair value of this stock-based compensation payment.

On April 10, 2006 Pukka entered into three (3) one-year investor relations agreements.  Consideration for the services to be performed by these persons was the grant of a warrant for the purchase of 1,200,000 shares of Pukka common stock at an exercise price of $0.001 per share.  All of these warrants were exercised at the consummation of the Sunrise Share Exchange with each warrant holder receiving Sunrise shares at the rate of 1 share for 1 share. The accompanying financial statements include an aggregate expense of $94,320 of consulting services expense representing the fair value (net of the exercise price) of this stock-based compensation payment.

Note 9 – Stockholder’s Equity

Upon Pukka’s recapitalization, Pukka issued 12,135,000 shares of its common stock to its former LLC members.  (See Note 5 above.)  During February and March, 2006 Pukka issued an aggregate of 4,600,000 shares of common stock to seven (7) investors in exchange for $125,000 in cash.  On February 6, 2006, Pukka issued 15,000 shares of its common stock to an individual in consideration of a loan of $15,000 evidenced by Pukka’s $15,000 promissory note.  (See Note 7 above.)  From January 1, 2006 through April 10, 2006, Pukka entered into a series of agreements pursuant to which it issued or agreed to issue 14,250,000 shares of its common stock as consideration thereunder.  (See Note 8 above.) 

As of June 30, 2006, Pukka has 24,750,000 shares of voting common stock issued and outstanding, 2,650,000 shares of common stock subscribed for and warrants outstanding for the purchase of 3,600,000 shares of common stock at an exercise price of $0.001 per share (collectively the “Exchange Securities”).  Pursuant to the terms of the Reverse Acquisition, see Note 11, all of the these securities were exchanged for the issuance of 31,000,000 shares of Sunrise U.S.A. Incorporated’s restricted $0.0001 par value voting common stock issued on a 1 share for 1 share basis.

Note 10 – Income Taxes

For the period ending June 30, 2005 Pukka was a limited liability company and was accounted for as a pass-through partnership for income tax reporting purposes and there is no provision for income taxes.

Pukka’s status as a pass-through partnership tax reporting enterprise was terminated on February 6, 2006, the date of its conversion to a corporation.  Thereafter, income taxes are recorded in the period in which the related transactions are recognized in the financial statements, net of related valuation allowances, which have been recorded against deferred tax assets. Deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the tax basis and the financial reporting of assets and liabilities. Net deferred tax assets and liabilities, relating primarily to federal and state net operating loss carry forwards that have been deferred for tax purposes, have been offset by a valuation reserve because management has determined that there is no assurance that the deferred tax assets will be realized.



F-17






Note 11 – Subsequent Event Reverse Acquisition

On August 15, 2006 Pukka and its shareholders closed upon a Share Exchange Agreement (the “Closing”) with Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), whereby Pukka was acquired by Sunrise (the “Reverse Acquisition”).  In consideration of the acquisition, (i) the shareholders of Pukka received 24,750,000 shares of Sunrise common stock, (ii) Legend Merchant Group, Inc. received 1,650,000 shares and Birchwood Capital Advisors Group, Inc. received 1,000,000 shares of Sunrise common stock and (iv) the holders of Pukka Warrants exercised their warrants and received 3,600,000 shares of Sunrise common stock.

Though Sunrise, the acquirer, acquired Pukka, the acquiree, the transaction resulted in the control of Sunrise passing to the management and shareholders of Pukka, a reverse acquisition purchase.  Accordingly, Pukka will be treated as the accounting parent of the consolidated group in accordance with generally accepted accounting principles for all future consolidated financial statements.  Following the Acquisition, the consolidated group consists solely of Sunrise, the statutory parent company, and Pukka, its wholly owned operating subsidiary. 

Sunrise is required to file periodic reports with the Securities & Exchange Commission (“SEC”).  Also, Sunrise is defined as a blank check company pursuant to Section 7(b)(3) of the Securities Act of 1933.  As such all of the shares of common stock of Sunrise were being held in escrow (collectively the “Sunrise Escrow Shares”) pending the completion of a business combination.  The business combination with Pukka satisfies the conditions upon which the Sunrise Escrow would be terminated and all of the Sunrise Escrow Shares were delivered to their respective owners. 

The former Sunrise officers, directors and affiliate shareholders own 2,656,356 shares of Sunrise common stock, which shares can only be resold pursuant to an effective registration statement.  These shareholders and Sunrise have entered into a Registration Rights Agreement, which agreement also includes 30,000,000 shares of Sunrise common stock issued to certain of the Pukka shareholders.  The Registration Rights Agreement covers a total of 32,656,356 shares of Sunrise common stock, grants the holders of these shares a one time demand right for registration and a right for piggy-back registration in respect of the next registration statement that may be filed by Sunrise.

On June 7, 2006 Sunrise and nine (9) shareholders of Pukka entered into a Lock-Up/Leak-Out Agreement that provides for the escrow of all of their shares of Sunrise common stock (12,500,000 shares) (the “Lock-Up Agreement” and the “Escrow Shares”).  The Lock-Up Agreement provides for the leak-out of the Escrow Shares over an eighteen-month period beginning 60 days after the first day of a bid/ask market for Sunrise common stock.  The Escrow Shares are also subject to registration under the Registration Rights Agreement, with any sale there under remaining subject to the quantity and price limitations as set forth in Lock-Up Agreement.








F-18






PUKKA USA, INC. and Affiliate
Pro Forma Financial Statements
(Unaudited)

Pro forma financial information showing the effects of the Reverse Acquisition assuming the acquisition had occurred on June 30, 2006 would be as follows:

Pro-Forma Consolidated Condensed Balance Sheet
As Of June 30, 2006 (Unaudited)

As Of
June 30, 2006


  

ASSETS

   Current Assets

$

35,884

   Equipment net of depreciation

4,887

       Patents net of amortization

8,010


  

                  Total Assets

$

48,781

============

  

LIABILITIES & STOCKHOLDERS’ DEFICIT

   Current Liabilities

$

137,233

   Notes & Accounts Payable Shareholders

128,099

   Long-term Liabilities

2,741


  

                   Total Liabilities

265,332

  

Stockholders’ (Deficit)

   Preferred Stock 1,000,000 shares authorized none outstanding

       Common Stock $0.0001 par value, 99,000,000 authorized
          33,023,543 shares pro-forma issued and outstanding

3,302

       Additional Paid-In Capital

485,146

       Accumulated Deficit

(704,999)


  

                   Total Stockholders’ (Deficit)

  (216,551)


  

       Total Liabilities and Stockholders' (Deficit)

$

48,781

============










F-19






Pro-Forma Consolidated Condensed Statement of Operations
For The Six Months Ended June 30, 2006 (Unaudited)

Six Months
Ended
June 30, 2006


  

Revenues

$

       14,572

Cost of Goods Sold

          6,605


                  Gross Profit

          7,967

  

Operating & Interest Expenses

631,991

Expense associated with the 
     Reverse Acquisition of Sunrise

         79,975


                    Total Expenses

711,558

  

Pro-Forma Net (Loss)

$

    (703,999)

============


Pro-Forma Consolidated Condensed Statement of
Shareholder’s Deficit (Unaudited)

 Preferred Stock

 Common Stock

 Additional

 Accumulated

 Total 

 Number

 Number of

 Paid-in

 Retained

 Stockholders'

  of Shares

 Amount

 Shares

 Amount

 Capital

 (Defit)

 Equity








  

 Balance, June 30, 2006

                 -

 $              -

   27,400,000

 $      27,400

 $      402,408

 $       (625,024)

 $     (195,216)

======= ======= ======== ======= ======== ========= =========

  

 Restatement of par value

 $    (24,660)

 $        24,660

 $              -    

 Exercise of Warrants

     3,600,000

              360

             3,240

              3,600

 Reverse Acquisition of Sunrise

    Liabilities net of assets assumed

            (24,935)

          (24,935)

   Sunrise shares issued and outstanding

     2,023,543

              202

           54,838

            (55,040)

                   -  








  

 Pro-Forma Balance, June 30, 2006

                 -

 $              -

   33,023,543

 $        3,302

 $      485,146

 $       (704,999)

 $     (216,551)

=======

=======

========

=======

========

=========

=========








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

F-20






PUKKA USA, INC. and Affiliate
Notes to the Pro Forma Financial Statements
(Unaudited)


Note 1 – Basis of Pro Forma Presentation

Sunrise, the acquirer, acquired Pukka, the acquiree on August 15, 2006.  The transaction resulted in the control of Sunrise passing to the management and shareholders of Pukka, and will be accounted for as a reverse acquisition purchase.  Accordingly, Pukka will continue will be treated as the accounting parent of the consolidated group in accordance with generally accepted accounting principles for all future consolidated financial statements. 

Note 2 – Pro Forma Adjustments

The pro forma financial statements reflect the effects of the reverse acquisition purchase to the consolidated financial statements of Pukka and Affiliate for the period ending June 30, 2006 as if the transaction had closed on June 30, 2006.  The pro forma adjustments are summarized as follows:  (1) the restatement of the group’s common stock par-value from Pukka par value of $0.001 per share to the Sunrise (the statutory parent) par value of $0.0001 per share, (2) to reflect the exercise of 3,600,000 Pukka warrants at $0.001 per share, for which the Warrant Holders agreed to accept Sunrise common shares $0.0001 par value, (3) assumption of Sunrise liabilities of $24,935, (4) the addition of the 2,023,543 shares of Sunrise issued and outstanding common stock as a deemed issuance of shares by the consolidated group at a fair value of $55,040 and (5) recognition as an expense for the period of the liabilities assumed plus the fair value of the Sunrise Shares deemed to have been issued for a total expense of $79,975.
















F-21





Exhibit 10.1.1


Share Exchange Agreement Signature Page

IN WITNESS WHEREOF, Sunrise, Pukka and the Shareholders have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

SUNRISE U.S.A. INCORPORATED

PUKKA USA, INC.

  

  

By: /s/ Omar Barrientos                       
Omar Barrientos, President

By: /s/ Leonard Du Charme                   
Leonard Du Charme, CEO


SHAREHOLDERS

  
     

/s/ Leonard DuCharme                        
Leonard DuCharme

/s/ Paul Ressler                                    
Paul Ressler

     

/s/ Jimmy Chan                                    
Jimmy Chan

/s/ Brian Christensen                            
Brian Chrisensen

     

/s/ Naomi Coones                               
Naomi Coones

/s/ Wayne DuCharme                          
Wayne DuCharme

     

/s/ Steve Hatch                                   
Steve Hatch

/s/ Darren Jensen                                 
Darren Jensen

     

/s/ Anne Marie Kripaitis                     
Anne Marie Kripaitis

/s/ Peter Kristensen                             
Peter Kristensen

     
/s/ Gale Leetzow                                
Gale Leetzow

/s/ Mark Lund                                    
Mark Lund

     

/s/ F. Briton McConkie, Jr.                
F. Briton McConkie, Jr.

/s/ Nancy Olpin                                  
Nancy Olpin

     

/s/ Cary Peterson                               
Cary Peterson

/s/ William Robins                               
William Robins











/s/ Robin Ross                                   
Robin Ross

/s/ Nancy Olpin                                  
Nancy Olpin

     
     
Kripaitis & Associates, LLC

By: /s/ Ray Kripaitis                           
Ray Kripaitis
MBA Investors, Ltd.

By: /s/ Thomas Pierson                       
Thomas Pierson
     
Passport Financial, LLC

By: /s/ Marc Didier                            
Marc Didier
Power Network, Inc.

By: /s/ Joe V. Overcash                     
Joe V. Overcash
       
Brighten Up, LLC

By: /s/ Steve Wright                          
Steve Wright
Starr Consulting, Inc.

By: /s/ Daniel D. Starczewski            
Daniel D. Starczewski
       
YtK, Inc.

By: /s/  Richard Muller                       
Richard Muller
  





















Exhibit 10.2


WAIVER OF
SHARE EXCHANGE AGREEMENT
CONDITION

          The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement.

          WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated.

          NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:

          1.     Closing Date.  Section 2.1 of the Agreement is hereby amended to provide that the Outside Date set forth therein as June 30, 2006 for the Closing of the Agreement is hereby waived, and that July 15, 2006 is hereby established as the new Outside Date for the Closing of the Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed on the day and year set forth opposite below their signatures.

SUNRISE U.S.A. INCORPORATED          PUKKA USA, INC.

By:    /s/ Omar G. Barrientos                             By:    /s/ Paul R. Ressler                                   

Date: 6/30/06                                                   Date:  6/30/06                                                  

SHAREHOLDERS
(on behalf of themselves and of all Shareholders of Pukka):

/s/ Leonard DuCharme                                      /s/ Paul R. Ressler                                            
Leonard DuCharme                                          Paul Ressler

Date: 6/30/06                                                   Date: 6/30/06                                                  










Exhibit 10.3


SECOND WAIVER OF
SHARE EXCHANGE AGREEMENT
CONDITION

          The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement.

          WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated.

          NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:

          1.     Closing Date.  Section 2.1 of the Agreement is hereby amended to provide that the Outside Date set forth therein as June 30, 2006, and extended until July 15, 2006 by a Waiver of Share Exchange Agreement Condition dated June 30, 2006, for the Closing of the Agreement is hereby waived, and that July 31, 2006 is hereby established as the new Outside Date for the Closing of the Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed on the day and year set forth opposite below their signatures.

SUNRISE U.S.A. INCORPORATED          PUKKA USA, INC.

By:    /s/ Omar G. Barrientos                             By:    /s/ Paul R. Ressler                                   

Date: 7/15/06                                                   Date: 7/15/06                                                   

SHAREHOLDERS
(on behalf of themselves and of all Shareholders of Pukka):

/s/ Leonard DuCharme                                      /s/ Paul R. Ressler                                            
Leonard DuCharme                                          Paul Ressler

Date: 7/15/06                                                   Date: 7/15/06                                                   







Exhibit 10.4


THIRD WAIVER OF
SHARE EXCHANGE AGREEMENT
CONDITION

          The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby agree to waive and extend the Outside Date for Closing of the Agreement, described in Section 2.1 of the Agreement.

          WHEREAS, the parties acknowledge and agree that substantially all conditions required for the Closing have been satisfactorily complied with but that additional time beyond that permitted by the Agreement is required to complete certain ministerial tasks before the transactions contemplated therein can be consummated.

          NOW, THEREFORE, WITNESSETH that in consideration of good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:

          1.     Closing Date.  Section 2.1 of the Agreement is hereby amended to provide that the Outside Date set forth therein as June 30, 2006, extended until July 15, 2006 by a Waiver of Share Exchange Agreement Condition dated June 30, 2006, and extended again until July 31, 2006 by a Waiver of Share Exchange Agreement Condition dated July 15, 2006, for the Closing of the Agreement is hereby waived, and that August 15, 2006 is hereby established as the new Outside Date for the Closing of the Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed on the day and year set forth opposite below their signatures.

SUNRISE U.S.A. INCORPORATED          PUKKA USA, INC.

By:    /s/ Omar G. Barrientos                             By:    /s/ Paul R. Ressler                                   

Date:8/1/06                                                      Date: 8/1/06                                                     

SHAREHOLDERS
(on behalf of themselves and of all Shareholders of Pukka):

/s/ Leonard DuCharme                                     /s/ Paul R. Ressler                                            
Leonard DuCharme                                          Paul Ressler

Date: 8/2/06                                                     Date: 8/1/06                                                     








Exhibit 10.5


CONSENT AND ACCEPTANCE
OF
SHARE EXCHANGE AGREEMENT

          The Undersigned, being parties to that certain Share Exchange Agreement (the “Agreement”), dated June 7, 2006, by and among PUKKA USA, INC. (“Pukka”), SUNRISE U.S.A. INCORPORATED (“Sunrise”), PAUL RESSLER and LEONARD DUCHARME, the principal shareholders of Pukka (collectively, the “Principal Shareholders”), and the other individual shareholders of Pukka (each a “Shareholder” and together with the Principal Shareholders, the “Shareholders”), hereby state as follows:

1.       The Agreement as finally constituted on August 15, 2006, together with all exhibits as set forth therein, conforms in all respects to the agreement and transactions contemplated therein, and the parties hereto consent to and accept the Agreement and all exhibits, schedules and related documents in the form reviewed by the Company’s auditors as the final agreement of the parties.

2.       All conditions and prerequisites to the Closing of the transactions contemplated by the Agreement have been fully performed and/or waived by the parties as of August 15, 2006, and the parties hereto consent and agree that the Stock Exchange between Pukka, Sunrise and the shareholders of Pukka has closed effective on August 15, 2006.

          IN WITNESS WHEREOF, the parties hereto have caused this Consent and Acceptance to be executed on the day and year set forth opposite below their signatures.

SUNRISE U.S.A. INCORPORATED          PUKKA USA, INC.


By:    /s/ Omar G. Barrientos                             By:    /s/ Paul R. Ressler                                   

Date: 8/16/06                                                   Date: 8/15/06                                                   

SHAREHOLDERS
(on behalf of themselves and of all Shareholders of Pukka):


/s/ Leonard DuCharme                                      /s/ Paul R. Ressler                                            
Leonard DuCharme                                          Paul Ressler

Date: 8/15/06                                                   Date: 8/15/06                                                   








Exhibit 10.6.1


Registration Rights Agreement Signature Page

Post-Exchange Shareholders:

  

  

    

/s/ Anne Marie Kripaitis                        
Anne Marie Kripaitis

/s/ Peter Kristensen                              
Peter Kristensen

     

/s/ F. Briton McConkie, Jr.                   
F. Briton McConkie, Jr.

  
     
Kripaitis & Associates, LLC

By: /s/ Ray Kripaitis                             
Ray Kripaitis
MBA Investors, Ltd.

By: /s/ Thomas Pierson                        
Thomas Pierson
     
Passport Financial, LLC

By: /s/ Marc Didier                              
Marc Didier
Power Network, Inc.

By: /s/ Joe V. Overcash                      
Joe V. Overcash
     
Brighten Up, LLC

By: /s/ Steve Wright                             
Steve Wright
Starr Consulting, Inc.

By: /s/ Daniel D. Starczewski             
Daniel D. Starczewski
     
YtK, Inc.

By: /s/  Richard Muller                         
Richard Muller
  














Legend Merchant Group, Inc.

By: /s/ John Shaw                                
John Shaw
Birchwood Capital Advisors Group, Inc.

By: /s/ Christopher Giordano              
Christopher Giordano
     
Transcontinental Media, Ltd.

By: /s/ Steven H. Mcdonald                
Steven H. Mcdonald
MNDD Communications, Ltd.

By: /s/ Jamie R. Hildago                     
Jamie R. Hildago
     
Topaz Analytics, Ltd.

By: /s/ Warren B. Hutchinson             
Warren B. Hutchinson
  























Exhibit 10.7


LOCK-UP / LEAK-OUT AGREEMENT

          THIS LOCK-UP / LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into this 7th day of June, 2006, Sunrise U.S.A. Incorporated, a Nevada corporation with an office at 892 North 340 East, American Fork, Utah 84003, and Kripaitis & Associates, LLC  with offices at 39 Wyandotte Ave., Oceanport, NJ 07757, and Ann Marie Kripaitis, with a residence at 513 Joseph Ave., Woodbridge, NJ 07095, and Peter Kristensen, with a residence at 7668 Quicksilver Dr., Salt Lake City, UT 84121, and MBA Investors, Ltd., with offices at 2501 E. Commercial Blvd. Suite 212, Ft. Lauderdale, Fl. 33308, and F. Briton McConkie Jr., with a residence at 4014 Splendor Way, S.L.C. Ut. 84124, and Passport Financial LLC, with offices at 14701 Nestled Cove, Draper Utah 84020, and Power Network Inc. with offices at 1020 Brookstown Avenue, Suite 30 Winston Salem, NC 27101, and Starr Consulting Inc. with offices at 932 Burke Street, Winston Salem, NC 27101, and Yt2K, Inc. with offices at 2501 E. Commercial Blvd. Suite 212, Ft. Lauderdale, Fl. 33308 (collectively the “Shareholders” and individually the “Shareholder”).

RECITALS

          WHEREAS, as of April 10, 2006, the Shareholders were the shareholders of record of shares of common stock, par value $.001 per share, of Pukka USA, Inc., a Utah corporation (“Pukka”) as set forth on Annex A hereto;

          WHEREAS, Pukka and Sunrise entered into that certain Share Exchange Agreement (the “Exchange Agreement”), dated June 7, 2006, pursuant to which all of the issued and outstanding capital stock of Pukka are to be exchanged for newly-issued shares of Sunrise common stock, par value $0.0001 per share (“Sunrise Common Stock”);

          WHEREAS, as of the date of this Agreement, the Shareholders are the shareholders of record of shares of Sunrise Common Stock as set forth on Annex A hereto;

          WHEREAS, in order to facilitate the consummation of the transactions contemplated by the Exchange Agreement and an orderly market for the Sunrise Common Stock subsequent to the Exchange contemplated thereby, the undersigned agree to restrict the sale, assignment, transfer, conveyance, hypothecation or alienation of the Subject Shares, all on the terms set forth below.

          NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          1.     Transfer.  Notwithstanding anything contained in this Agreement, a Shareholder may transfer its Subject Shares to its affiliates, partners in a partnership, subsidiaries and trusts, spouses or lineal descendants for estate planning purposes provided that the transferee (or the legal representative of the transferee) executes an agreement to be bound by all of the terms of this Agreement.










          2.     Lock-up/Leak-out Period. Each Shareholder agrees that, except as otherwise provided herein, it will not sell, contract to sell or otherwise dispose of Subject Shares or warrants, options or convertible securities or other equity securities of Sunrise, owned directly or indirectly by it for a period of sixty trading days from the first day of a bid/ask market for the Sunrise Common Stock.

          3.     Registration. All Subject Shares belonging to the Shareholders shall be included in any Sunrise Registration Statement that is to be filed with respect to other shares of Sunrise Common Stock.

          4.     Procedures

                  4.1.     Each Shareholder shall be allowed to sell Subject Shares in blocks as designated on Annex A hereto.

                  4.2.     The Subject Shares may only be sold at the “offer” or “ask” price stated by the relevant market maker. Each Shareholder agrees that it/he/she will not sell Subject Shares at the “bid” price.

                  4.3.     The Subject Shares may not be sold at a price below $1.00 per share.

                  4.4.     Each Shareholder shall be allowed to sell up to the amount designated on Annex A hereto during each one month period; provided, however, that in the event any Shareholder does not sell its/his/her full allotment during any one-month period, such Shareholder may sell the difference between the Subject Shares actually sold during such one-month period and its total allotment for the one-month period in the next successive one-month period.

                  4.5.     The Shareholders agree that they will not engage in any short selling of the Subject Shares and shall not allow their shares to be used for short-selling purposes.

          5.     Ownership.  Each Shareholder agrees that all of its Subject Shares are covered by all of the restrictions hereunder, whether such Subject Shares are owned on the date hereof or are hereafter acquired (whether by issuance, transfer, upon exercise of any warrants or options currently held by such Shareholder or otherwise).

          6.     Termination and Release

                  6.1.     This Agreement shall terminate eighteen (18) months from the Closing (as defined in the Exchange Agreement) of the Exchange, and thereafter all provisions contained herein shall cease and be of no further force or effect.

                  6.2.     In the event of a tender offer to purchase all or substantially all of the issued and outstanding securities of Sunrise, or a merger, consolidation or other reorganization with or into an unaffiliated entity, this Agreement shall terminate and the Subject Shares restricted pursuant hereto shall be released from such restrictions if the requisite number of the record and beneficial owners of the Sunrise securities then outstanding are voted in favor of such tender offer, merger, consolidation or reorganization.



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          7.     Waiver.  Notwithstanding anything to the contrary set forth herein, Sunrise may, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Sunrise Common Stock or if such waiver would otherwise be in the best interest of the development of the trading market for the Sunrise Common Stock.

          8.     Beneficial Rights.  Except as otherwise provided in this Agreement or any other agreements between the parties, the Shareholders shall be entitled to their respective beneficial rights of ownership of the Subject Shares, including the right to vote the Subject Shares for any and all purposes.

          9.     Escrow.  Until termination of this agreement in accordance with Section 6, the Subject Shares shall be held by Lehman & Eilen LLP as escrow agent pursuant to the terms of that certain escrow agreement entered into in form and substance satisfactory to all parties.

          10.     Adjustment. The Subject Shares and per share price restrictions covered by this Agreement shall be appropriately adjusted should Sunrise make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify the Sunrise Common Stock.

          11.     Counterparts. This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

          12.     Notice. All notices, instruction or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement at the addresses set forth above. All notices shall be deemed to be given on the same day if delivered by hand or on the following business day if set by overnight delivery or the second business day following the date of mailing.

          13.     Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto.

          14.     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts entered into and to be performed wholly within said state.


[Signature pages follow]











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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

SUNRISE U.S.A. INCORPORATED

  

  

  

By: /s/ Paul Ressler                             
Paul Ressler

  


SHAREHOLDERS

  

  

  

/s/ Anne Marie Kripaitis                      
Anne Marie Kripaitis

/s/ Peter Kristensen                            
Peter Kristensen

  

  

/s/ F. Briton McConkie, Jr.                 
F. Briton McConkie, Jr.

YT2K, Inc.

By: /s/  Richard Muller                       
Richard Muller, President

  

  

Kripaitis & Associates, LLC

By: /s/ Ray Kripaitis                          
Ray Kripaitis, President

MBA Investors, Ltd.

By: /s/ Thomas Pierson                      
Thomas Pierson, President

  

  

Passport Financial, LLC

By: /s/ Marc Didier                           
Marc Didier, General Manager

Power Network, Inc.

By: /s/ Joe V. Overcash                    
Joe V. Overcash, President

  

  

Brighten Up, LLC

By: /s/ Steve Wright                         
Steve Wright

Starr Consulting, Inc.

By: /s/ Daniel D. Starczewski            
Daniel D. Starczewski, President

  

  

YT2K, Inc.

By: /s/  Richard Muller                     
Richard Muller, President

  




S-1






Annex A

SHAREHOLDER

SHARES OF
PUKKA COMMON STOCK

SHARES OF SUNRISE COMMON STOCK

BLOCKS/MONTHLY ALLOTMENT

Kripaitis & Associates, LLC

1,25,000

1,25,000

2,500 shares per day, not to exceed
50,000 shares per month

Ann Marie Kripaitis

500,000

500,000

2,500 shares per day, not to exceed
50,000 shares per month

Peter Kristensen

2,666,667

2,666,667

5,000 shares per day, not to exceed
100,000 shares per month

MBA Investors, Ltd.

500,000

500,000

2,500 shares per day, not to exceed
50,000 shares per month

F. Briton McConkie Jr.

2,666,667

2,666,667

5,000 shares per day, not to exceed
100,000 shares per month

Passport Financial LLC

2,666,666

2,666,666

5,000 shares per day, not to exceed
100,000 shares per month

Power Network Inc.

875,000

875,000

2,500 shares per day, not to exceed
50,000 shares per month

Starr Consulting Inc.

875,000

875,000

2,500 shares per day, not to exceed
50,000 shares per month

Yt2K, Inc.

500,000

500,000

2,500 shares per day, not to exceed
50,000 shares per month























Exhibit 10.8


PATENT ASSIGNMENT

THIS PATENT ASSIGNMENT (“Assignment”), effective as of the 15th day of December 2005 (the “Effective Date”), is by and between Leonard DuCharme, with a residence at 892 North 340 East, American Fork, Utah 84003 (the “Assignor”) and Pukka USA, LLC, a limited liability company formed in accordance with the laws of Utah (the “Assignee”), with a place of business in Utah at 892 North 340 East, American Fork, Utah 84003.

WHEREAS, Assignor is the Nominee Holder of those works described below (hereinafter the “Conveyed Materials”); and

WHEREAS, Assignor filed patent applications for the Conveyed Materials in behalf of the Assignee; and

WHEREAS, the Assignee is desirous to be the sole holder of all right, title and interest, including all patents in the United States and throughout the world, in and to the Conveyed Materials.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree as set forth below.

Conveyed Materials. The following patent is herein the works to be conveyed by Assignor to Assignee:

Patent Name

Small diameter split-rim drive wheel with internal transmission

Patent Number

10/958,152

Filing Date

10/4/2004

Description

This patent describes a method for securing a geared transmission inside a
small split-rim wheel.

    

  

Patent Name

Hydraulic regenerative braking system that provides acceleration assistance
And battery recharging

Patent Number

60/732,574 and 60/748934

Filing Date

11/3/2005 and 12/12/2005

Description

This patent describes a method for storing the kinetic energy of normal braking
in a hydraulic system and then using that energy to assist a vehicle in acceleration
and to turn a generator to charge a battery.

Assignment. Assignor, without consideration, relinquishes all right, title, interest in and to the Conveyed Material in the United States and all jurisdictions outside the United States, (including, without limitation, the right to renew any registrations included in the Conveyed Materials, the right to apply for patents within or outside the United States based in whole or in part upon the Conveyed Materials, and any priority right that may arise from the Conveyed Materials), the same to be held and enjoyed by Assignee as fully and entirely as said interest could have been held and enjoyed by Assignor had this sale, assignment, transfer and conveyance not been made.

Representations and Warranties. Assignor represents and warrants to Assignee the following:

Assignor has the right, power and authority to enter into this Agreement; and

Assignor was acting on behalf of the Assignee in filing the patents.

Assignor authorizes the Commissioner of Patents and Trademarks of the United States and other empowered officials of the United States Patent and Trademark Office and officials in any applicable jurisdictions outside the United States to record the transfer of the patents and/or patent applications set forth above to Assignee as assignee of Assignor’s entire right, title and interest therein. Assignor agrees to further execute any documents reasonably necessary at any time now or in the future to effect and/or perfect this assignment or to confirm Assignee’s ownership of the Conveyed Materials.




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IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the Effective Date.

ASSIGNOR

/s/ Leonard DuCharme                        
Leonard DuCharme





























2





Exhibit 10.9


PATENT ASSIGNMENT

THIS PATENT ASSIGNMENT (“Assignment”), effective as of the 15th day of December 2005 (the “Effective Date”), is by and between Leonard DuCharme, with a residence at 892 North 340 East, American Fork, Utah 84003, individually; Paul Ressler, with a residence at 942 North 240 East, American Fork, Utah 84003, individually; Darren Jensen, with a residence at 892 North 340 East, American Fork, Utah 84003, individually, (collectively, the “Assignor”) and Pukka USA, Inc., a corporation formed in accordance with the laws of Utah (the “Assignee”), with a place of business in Utah at 892 North 340 East, American Fork, Utah 84003.

WHEREAS, Assignor is the Nominee Holder of those works described below (hereinafter the “Conveyed Materials”); and

WHEREAS, Assignor filed patent applications for the Conveyed Materials in behalf of the Assignee; and

WHEREAS, the Assignee is desirous to be the sole holder of all right, title and interest, including all patents in the United States and throughout the world, in and to the Conveyed Materials.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree as set forth below.

Conveyed Materials. The following patents and provisional patents are herein the works to be conveyed by Assignor to Assignee:

Patent Name

Drive train of a hybrid vehicle utilizing a hydraulic motor, an electric motor,
 and an internal combustion engine

Patent Number

60/732,613

Filing Date

11/3/2005

Description

This patent describes a method for using three power sources in an improved
 hybrid architecture.

  

  

Patent Name

Integrated electric motor control/transmission control system for use with
 infinitely variable transmissions in electric vehicles

Patent Number

60/748935

Filing Date

12/1/2005

Description

This patent describes a method for using a transmission to control movement of a vehicle while
 maintaining an electric motor in its peak operating range.

Assignment. Assignor, without consideration, relinquishes all right, title, interest in and to the Conveyed Material in the United States and all jurisdictions outside the United States, (including, without limitation, the right to renew any registrations included in the Conveyed Materials, the right to apply for patents within or outside the United States based in whole or in part upon the Conveyed Materials, and any priority right that may arise from the Conveyed Materials), the same to be held and enjoyed by Assignee as fully and entirely as said interest could have been held and enjoyed by Assignor had this sale, assignment, transfer and conveyance not been made.

Representations and Warranties. Assignor represents and warrants to Assignee the following:

Assignor has the right, power and authority to enter into this Agreement; and

Assignor was acting on behalf of the Assignee in filing the patents.

Assignor authorizes the Commissioner of Patents and Trademarks of the United States and other empowered officials of the United States Patent and Trademark Office and officials in any applicable jurisdictions outside the United States to record the transfer of the patents and/or patent applications set forth above to Assignee



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as assignee of Assignor’s entire right, title and interest therein. Assignor agrees to further execute any documents reasonably necessary at any time now or in the future to effect and/or perfect this assignment or to confirm Assignee’s ownership of the Conveyed Materials.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the Effective Date.

ASSIGNOR

  

  

/s/ Leonard DuCharme                       
Leonard DuCharme

/s/ Paul Ressler                          
Paul Ressler

     

/s/ Darren Jensen                               
Darren Jensen

  


























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Exhibit 10.10


Commercial Lease

          In consideration of the rights, covenants and agreements herein contained, Landlord does hereby lease, demise and let unto Tenant the Premises hereinafter described for the term of this Lease upon the following terms and conditions:

          1.     Basic Lease Information.

                  1.1     Lease Date: June 15, 2006

                  1.2     Lease Term: 5 years commencing on upon receipt of an Occupancy Permit from
                                                Bluffdale City, projected to be September 1, 2006. (the "Commencement
                                                Date") and terminating on 5 years form Commencement (the "Termination
                                                Date").

                  1.3     Tenant: Hybrid Propulsion Laboratory
                            Address of Tenant: 14621 So. 800 W., Bluffdale UT 84065
                            Contact: Paul Ressler     Phone #: (801) 367-7175

                  1.4     Landlord: Point Management LLC
                            Address of Landlord: 6091 Dry Creek Circle, Highland UT 84003
                            Contact: Steve Bearnson    Phone #: (801) 380-4073

                  1.5     Premises: 14621 So. 800 W, Bluffdale UT 84065
                            Property Description: Approx 3000 SF of stacked office & 4500 SF warehouse

                  1.6     Basic Rent: $0.85 SF office / $0.50 SF warehouse per month.
                            1st Mths Rent Payable: Upon Lease Execution

                  1.7     Security Deposit: $5,000

                  1.8     Exhibits:
                                 Exhibit A: Commission Agreement attached to Landlord’s copy
                                 Exhibit B: Office floor plan to be built by Landlord
                                 Attached Addendum # 1

The above Basic Lease Information and attached Exhibit(s) are hereby incorporated into and made a part of this Lease.  Any reference in the Lease to the above terms shall mean and refer to the information and terms set forth in the above Basic Lease Information.

          2.     PARTIES:   This Lease is made by and between the Landlord and Tenant identified in Section 1.

          3.     PREMISES:   Landlord hereby rents to Tenant and Tenant hereby leases from Landlord the Premises identified in Section 1.

          4.     TERM AND POSSESSION.
          a.     The term of the Lease shall be for the period that commences on the Commencement Date and ends on the Termination Date identified in Section 1, unless sooner terminated pursuant to any provision hereof or extended pursuant to any Option to Extend granted hereunder.
          b.     If the Landlord, for any reason whatsoever, cannot deliver possession of the Premises to the Tenant on the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting there from, nor shall the Termination Date be in any way extended, but in that event, all rent shall be abated during the period between the Commencement Date and the actual time when Landlord delivers possession.  However, in the event Premises are not completed and ready for occupancy by October 15, 2006 the Tenant herein, at their opinion, may cancel this lease without damage.
          c.     In the event that Landlord shall permit Tenant to occupy the Premises prior to the Commencement Date, such occupancy shall be subject to all the provisions of this Lease including but not limited to the obligation to pay all Basic Rent unless otherwise noted herein.  Any early possession shall not advance the Termination Date.

          5.     RENT.
          a.     Tenant agrees to pay to Landlord the Basic Rent set forth in Section 1, payable in monthly installments, in advance, on or before the first day of each calendar month during the term hereof.  Rent for any partial month occurring during the term hereof shall be prorated on a per diem based upon a thirty (30) day month.  All rent shall be paid to Landlord without deduction or offset at Landlord's Address.
          b.     Tenant may be charged a 10% late fee per month on all rent or other payments which are received by Landlord more than 10 days after their due date.  Such late fee shall continue to be charged monthly for each rent or other payment until paid and shall compensate









Landlord for costs not contemplated by this Lease, including, but not limited to (i) the costs attributable to giving notice of delinquency, (ii) the expense of servicing the mortgage loan on Landlord's Building from alternative funds, and (iii) Landlord's loss of interest.
          c.     The parties agree that the Basic Rent shall be adjusted upwards annually by a 3% increase. Such adjustment to the Basic Rent shall occur on the first anniversary of the Commencement Date and on each and every anniversary thereafter.

          6.     SECURITY DEPOSIT:   Tenant has deposited with Landlord the Security Deposit provided for in Section 1, to secure the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease including the payment of rent hereunder.  If  Tenant defaults with respect to any provision of this Lease, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent, any damages, or other sums in default.  If any portion of said Deposit is so used or applied, Tenant shall, upon demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease.  Landlord shall not be required to keep such Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit.  If Tenant shall fully and faithfully perform every provision of this Lease, the Security Deposit or any balance thereof shall be returned within thirty (30) days following the expiration of this Lease. 

          7.     CONDITION AND REPAIR OF PREMISES:   Tenant has accepted the Premises "as is" unless otherwise noted herein and acknowledges that the Premises are in good, sanitary condition and repair and are satisfactory for Tenant's occupancy and use. 

PAYMENT FOR MAINTENANCE & UTILITIES:    Tenant responsible for (T),    Landlord responsible for (L)

[ L ] Roof [ T ] Light Globes and Tubes [ T ] Telephone
[ L ] Exterior Walls [ T ] Glass / Window Breakage [ T ] Power
[ L ] Structural Repair [ T ] Trash Removal [ T ] Heat
[ L ] Exterior Painting [ L* ] Snow Removal [ T* ] Water
[ L ] Parking Surface [ L* ] Landscaping [ T* ] Sewer
[ T ] Plumbing Equipment [ T ] Janitor   
[ T ] Electrical Equipment [ T ] Overhead doors   
[ T ] HVAC      

* Landlord shall contract these services and be reimbursed by Tenant in the CAM charge

          a.     Landlord shall, at all times during the term of this Lease, keep in good order, condition and repair those portions of Landlord's Building which affect the use and occupancy of the Premises.  Tenant shall keep the sidewalks, if any, free from snow and ice.  Notwithstanding the foregoing, however, Landlord shall not be responsible to repair any damage to the Premises or to Landlord's Building resulting from the negligent acts or omissions of Tenant, Tenant's employees or invitees, or resulting from fire, acts of God, or other casualties or resulting from condemnation, except to the extent described in Sections 26 and 27 below.
          b.     Notwithstanding subparagraph (a) above, Tenant shall repair, at its expense, any damage to Landlord's Building or the Premises caused by, or resulting from, any negligent act of Tenant, its employees, invitees or others acting on its behalf.  Tenant shall also, at its cost and expense, maintain in good order, condition and repair (ordinary ware and tear excepted) all wall, window and floor coverings, all trade fixtures and all personal property of Tenant within the Premises. Landlord will pay and assume all cost of major repairs in excess of $500 per repair, and costs of replacement of HVAC & plumbing equipment.
          c.     Landlord shall not be required to make any repairs hereunder until Tenant has notified Landlord of the need for such repairs.  Following receipt of such notice, Landlord shall promptly pursue the completion of any such repairs with due diligence.  Except as provided herein, there shall be no abatement of rent and no liability of Landlord by reason of any damages to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of Landlord's Building or the Premises or in or to fixtures, appurtenances and personal property therein. 

          8.     INSURANCE.
          a.     Landlord shall procure insurance coverage designating Landlord and Tenant as insured parties as their interests may appear, insuring against loss of, or damage to, the Premises by reason of fire and other casualties in the face amount equal to the full replacement cost of the Premises.  Such insurance shall include normal extended coverage perils as well as extended coverage on the Premises insuring against loss or damage arising from acts such as vandalism and malicious mischief and insuring against loss or damage to fixtures and equipment located within the Premises.  The proceeds of any such insurance in case of loss of, or damage to, the Premises or Landlord's fixtures or equipment shall be paid to Landlord to repair and rebuild Landlord's Building pursuant to paragraph 26 below.  Any proceeds not required for such purpose shall be the sole property of Landlord.
          b.     Tenant shall procure commercial general liability insurance covering Landlord and Tenant as their interests may appear, against death, bodily or personal injury or property damage occurring within the Premises or Landlord's Building.  Such insurance as obtained by Tenant shall be in a combined single limit not less than $1,000,000.00 for injury or death. 
          c.     All insurance shall be underwritten by insurance companies acceptable to Landlord and authorized to do business in the State of Utah.  Tenant shall furnish Landlord with certificates issued by approved insurance companies certifying that such insurance is in effect.  Such certificates shall provide the insurance may not be canceled without at least 10 days advance notice to Landlord.
          d.     To the extent permitted in the State of Utah and under the insurance policies, and to the extent any loss is actually covered by insurance proceeds, each of the parties hereby waives any rights it may have against the other party on account of any loss or damage to its




2






property (including the Premises and the contents thereof) or injury which arises from any risk generally covered by insurance obtained hereunder, whether or not such party may have been negligent or at fault in causing such loss or damage. 

          9.     TAXES.
          a.     Tenant shall pay on a prorated basis all real property taxes presently levied upon premises.
          b.     Tenant shall pay all taxes and assessments levied against the fixtures, furnishings, equipment and other personal property of Tenant contained within the Premises and, if possible, shall cause such personal property taxes to be assessed and billed separately from the taxes on real property owned by Landlord.

          10.   RESTRICTIONS ON USE.
          a.     Tenant shall use and occupy the Premises and all parts thereof only for the following purposes: General office and engineering lab and all other lawful business uses approved by the Landlord, and no use shall be made or permitted to be made of the Premises, nor acts done, which will cause a cancellation of any insurance policy covering Landlord's Building or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold, in or about the Premises, anything which may be prohibited by standard forms of fire insurance policies.  Tenant shall, at its expense, comply with all requirements pertaining to the Premises of any insurance organization or company covering Landlord's Building.
          b.     Tenant shall not permit or allow any wasteful, abusive, destructive or nuisance use of the Premises to occur.  Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other tenants of Landlord's Building by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or in Landlord's Building.  Except for materials directly involved in Tenant’s business operations, Tenant shall not use or keep in the Premises or in Landlord's Building any firearms, kerosene, gasoline or inflammable or combustible fluid or material.
          c.     Tenant shall not dispose of any hazardous substances in, on, or under Landlord's Building and Tenant shall not otherwise handle, treat, deal with, or otherwise use in, on, or under Landlord's Building any hazardous substances except as may be directly required in connection with the use of the Premises as authorized by Landlord and in complete conformity and compliance with all governmental laws, ordinances, regulations, rules and other prudent industry practices relating to any such substances.  Upon expiration or earlier termination of this Lease, Tenant shall cause any and all hazardous substances to be removed in accordance with applicable laws, regulations, rules, ordinances and orders.  As used in this Lease, the term "hazardous substance" shall mean any and all hazardous or toxic substances, chemicals, materials, or waste, including, but not limited to, those substances, chemicals, materials or wastes listed, identified, or otherwise characterized as hazardous or toxic under now existing or hereafter enacted local, state and federal laws, ordinances, regulations, rules or orders.
          d.     Tenant shall faithfully observe and comply with any rules and regulations provided Tenant in writing from time to time by Landlord.  Violations by Tenant, its employees, invitees and others acting on its behalf of any rules and regulations of Landlord shall constitute a default under this Lease.  Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenant or occupants.

          11.   COMPLIANCE WITH LAW:   Tenant shall not use the Premises in any way which may violate any law, statute, ordinance, or governmental rule or regulation now in force or which may hereinafter be enacted or promulgated, including without limitation, all laws relating to toxic or hazardous substances.  Tenant shall, at its sole cost and expense, comply with such laws, statutes, ordinances and governmental rules, regulations or requirements relating to the conduct of Tenant's business from and use of the Premises.

          12.   ALTERATIONS:   Tenant shall not make or permit to be made any alterations, additions or improvements to the Premises or any part thereof including any signs or advertisements on Landlord's Building without the written consent of Landlord.  Any request for Landlord's consent shall be accompanied by plans and specifications showing in detail Tenant's proposed alterations, additions or improvements.  Approval shall not be withheld unless the alterations involve structural changes, waste to the property, or are otherwise commercially unreasonable.  Landlord may require the right to inspect alterations to ensure workmanlike installations of alterations.   Any alterations, additions or improvements to the Premises made by Tenant, except for installation of trade fixtures, shall at once become a part of the realty and belong to Landlord.  In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, they shall be made by Tenant at Tenant's sole cost and expense.  Tenant shall cause any alterations, additions or improvements made by it pursuant to this paragraph to be constructed by a bonded general contractor who carries comprehensive coverage and broad form property damage endorsement in the single limit amount of $1,000,000.00 and who carries adequate workers' compensation and other insurance required by law.  Upon the Termination Date or sooner expiration of this Lease, Tenant shall, upon written demand by Landlord, given at Landlord's sole discretion, forthwith remove any alterations, additions or improvements made at Tenant's sole cost and expense.
          Tenant shall not install any telephone or other special utility lines within the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld.  Landlord shall designate the areas within the Premises in which telephone and other special utility lines and related equipment may be installed and how and where such lines are to be introduced.

          13.   ERECTION AND REMOVAL OF SIGNS:  Tenant may, if building policy and city ordinances permit, place suitable signs on the Premises for the purpose of indicating the nature of the business carried on by Tenant in said premises; provided, however that such signs shall be in keeping with other signs in the district where the leased premises are located; and provided, further, that the location and size of such signs shall be approved by Landlord prior to their erection.  Signs shall be removed prior to the expiration of this lease and any damage to the leased premises caused by installation or removal of signs shall be repaired at expense of the Tenant.  All work shall be completed in a good workmanlike manner.



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          14.  KEYS AND LOCKS:  The Tenant shall not change locks or install other locks on doors without the written consent of the Landlord which agrees not to unreasonably withhold his consent.  Tenant upon the termination of the Tenancy shall deliver to the Landlord all the keys to the offices, rooms and toilet rooms which have been furnished to the Tenant.

          15.   MECHANIC'S LIENS:   Tenant shall keep the Premises and the property in which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant.  Tenant shall cause any permitted alterations, additions or improvements to be constructed in a good and workmanlike manner free of any liens for labor and materials and in strict accordance with the plans and specifications approved by Landlord.  Tenant agrees to indemnify, hold harmless from, and defend Landlord against any loss, liability, injury or damage resulting from such work.  Landlord may require, at Landlord's sole option, that Tenant shall provide, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times any and all estimated cost of any permitted improvements, additions, or alterations to the Premises to insure Landlord against any liability for mechanics and material men’s liens and to insure completion of the work. 

          16.   SURRENDER:   Upon the Termination Date or sooner expiration of this Lease, Tenant shall peaceably deliver up and surrender the Premises in their same condition as they were on the Commencement Date, reasonable wear and tear and permitted alterations, additions and improvements excepted.  Before surrendering the Premises, Tenant shall remove all personal property and trade fixtures and shall repair any damage caused by such property or the removal thereof and shall leave the Premises in a clean and orderly condition.  Without limiting the foregoing, Tenant agrees to repair any nail holes or other damage on walls or to floor coverings, to repair any damage to light fixtures, window coverings or other fixtures within the Premises, to steam clean all carpeting within the Premises, and to otherwise leave the Premises in "move-in" condition for the next tenant.  On or prior to the Termination Date or sooner expiration of this Lease, Tenant shall surrender all keys to the Premises.

          17.   HOLDING OVER:   If, with Landlord's consent, Tenant holds possession of the Premises after the Termination Date or sooner expiration of this Lease, Tenant shall become a tenant from month-to-month upon the terms herein specified and at a monthly rent of one hundred twenty five percent (125%) of the last monthly rent paid by Tenant under this Lease.  Tenant shall continue in possession until such tenancy shall be terminated by either party giving the other party fifteen (15) days' prior written notice of its election to terminate.

          18.   ABANDONMENT:   Tenant shall not vacate or abandon the Premises at any time during the term hereof, and if Tenant shall so abandon, vacate or surrender the Premises, or be dispossessed by process of law, or otherwise, or default in the terms thereof, any personal property or trade fixtures belonging to Tenant shall remain and become the property of the Landlord in accordance with the provisions of Landlord's Lien Rights in Section 25 hereof.

          19.   ASSIGNMENT OR SUBLETTING:   Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease, or any interest therein, and Tenant shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the prior written consent of the Landlord, which consent will not be unreasonably withheld.  Without in any way limiting Landlord's right to refuse such consent in Landlord's sole discretion, Landlord may refuse to give such consent unless Tenant remains fully liable during the unexpired term of the Lease and Landlord further may refuse to give such consent if in Landlord's sole discretion and opinion the quality of tenancy is or may be in any way adversely affected during the term of the Lease or the financial worth of the proposed new tenant is less than that of the Tenant executing this Lease.  Tenant agrees to reimburse Landlord for Landlord's reasonable attorney's fees and other costs incurred in conjunction with the processing and documentation of any such requested assignment, transfer, subletting, change of ownership or hypothecation of this Lease or Tenant's interest in and to the Premises.  Any assignment consented to by Landlord shall in no way relieve or release Tenant from liability hereunder or from any of the terms, covenants and obligations required to be performed by Tenant under this Lease.  This Lease shall not, nor shall any interest herein, be assignable as an interest of Tenant by operation of law, without the prior written consent of Landlord.  In the event the premises should be sublet, as herein provided, at an increased rental, fifty percent (50%) of said increase shall be paid to Landlord by Tenant as additional rental

          20.   SUCCESSORS AND ASSIGNS:   The covenants and conditions herein contained shall, subject to the provisions of this Lease relating to Assignment or Subletting, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto.

          21.   INDEMNIFICATION AND RELEASE.
          a.     Tenant and all those claiming through or under Tenant shall store their property in and shall occupy and use the Premises solely at their own risk.  Tenant and all those claiming through or under Tenant hereby release Landlord from all claims of every kind, including loss of life, personal or bodily injury, damage to equipment, fixtures or other property, or damage to business (including business interruption) arising, directly or indirectly, out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof, except to the extent directly caused by the negligence of Landlord, including without limitation any damage or injury caused by or resulting from (i) the bursting, breaking, leaking, overflowing or backing up of utility lines, (ii) water, steam, gas, sewage, snow or ice in any part of Landlord's Building, (iii) acts of God or the elements, or (iv) any defect in the construction, operation or use of Landlord's Building or any of the equipment, fixtures, machines, appliances or apparatus therein, or adjacent thereto.
          b.     Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use of the Premises or the conduct of its business or from any activity, work, or other thing done, permitted or suffered by the Tenant in or about Landlord's Building or the Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of the Tenant, employee, invitee or other acting on Tenant's behalf, and from all and against all costs, reasonable attorney’s



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fees, expenses and liabilities incurred in or because of any such claim or any action or proceeding brought thereon, and in the event any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord or Landlord shall have the right to retain its own counsel to defend any action with all costs to be paid by Tenant. 
          c.     For those claims for which Landlord remains liable, Landlord shall indemnify Tenant to the same extent as the Tenant must indemnify Landlord.

          22.   ENTRY BY LANDLORD:   Landlord and Landlord's representatives shall have the right to enter upon the Premises at all reasonable times to inspect or exhibit the same to prospective purchasers, mortgages and tenants, to place, maintain and repair all utility lines and equipment in or adjacent to the Premises as may be necessary for the maintenance of the Premises and Landlord's Building, and to make such repairs, additions, alterations or improvements as Landlord may reasonably deem desirable, provided Landlord does not unreasonably interfere with Tenant's business operations.  Tenant and the rents reserved herein shall not abate while any such work described herein is in progress. Sixty (60) days prior to the expiration of this Lease, Landlord may post suitable notice on the demised premises that the same are “For Lease and/or Sale” and may show the premises to prospective tenants at reasonable times.  Landlord may not, however, thereby unnecessarily interfere with the use of the demised premises by Tenant.

          23.   DEFAULT.
          The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:
          a.     The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder within a period of ten (10) days after the same is due and payable;
          b.     Abandonment or vacating the Premises, violating Restrictions on Use or failing to Comply with Law, Assignment or Subletting of the Premises without Landlord's prior written consent, the failure by Tenant to keep the Premises free from any Mechanic's Liens, or failure to procure and maintain insurance;
          c.     Tenant makes any general assignment for the benefit of creditors; a petition is filed by or against Tenant to have Tenant adjudged a bankrupt or for reorganization or arrangement under any law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); a trustee or receiver is appointed to take possession of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease, or any trustee under the Federal Bankruptcy Code or other similar statute attempts to assume this Lease or take possession of the Premises; or there occurs any attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease and such seizure is not discharged within thirty (30) days; or
          d.     Failure to observe and perform any other provision of this Lease to be observed or performed by Tenant, where such failure continues for ten (10) days after written notice is given to Tenant; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such ten (10) day period, Tenant shall not be deemed to be in default if Tenant within such period commences such cure and thereafter diligently prosecute the same to completion.

          24.   REMEDIES.
          Upon the occurrence of any default described above, Landlord shall have the option to take any or all of the following actions, without further notice or demand of any kind to Tenant, or to any other person:
          a.     Landlord may immediately re-enter and remove all persons and property from the Premises, storing such property for the account of, and at the risk of Tenant, all without being deemed guilty of forcible entry or unlawful detainer.  All property of Tenant that is stored by Landlord pursuant hereto may be sold as provided for in Section 25, Landlord's Lien.
          b.     Landlord may re-enter and relet the Premises or any portion thereof at any time or from time to time and for such term or terms and upon such conditions and at such rental and make such alterations and repairs as is reasonably prudent under the circumstances.  If Landlord relets the Premises, or any portion thereof, such reletting shall not relieve Tenant of any obligation hereunder, except that Landlord shall apply the substitute rent or other proceeds actually collected by it as a result of such reletting against the costs of removing Tenant and reletting the Premises and against those sums due from Tenant hereunder.  Landlord shall not by any re-entry or any other act be deemed to have accepted any surrender by Tenant of the Premises, or any portion thereof.
          c.     Landlord may collect by legal action or otherwise, each installment of rent or other sum as it becomes due hereunder.
          d.     Landlord may, at its sole option, declare all sums due hereunder for the term of this Lease immediately due and payable and may collect by legal action or otherwise all rent and other sums for the full term hereof.
          e.     Should Tenant fail to make any payment or to do any act as herein provided, then Landlord, but without obligation so to do and without demand upon Tenant and without releasing Tenant from any obligation hereof, may (i) make or do the same in such manner and to such extent as Landlord may deem necessary to protect Landlord's interest in the Premises, (ii) commence, appear in and defend any action or proceeding purporting to affect Landlord's interest in the Premises or its rights hereunder, including without limitation, any suit brought by a third party for recovery of possession of the Premises, for the attachment of rent or any other amount due under the provisions of this Lease, or because of the breach of any other covenant herein contained on the part of Tenant to be kept or performed,  (iii) pay, purchase, contest, or compromise any encumbrance, charge or lien which in the judgment of Landlord appears to affect Landlord's interest in the Premises, and  (iv) in exercising any such powers, incur any liability, expend whatever amounts in its absolute discretion it may deem necessary therefore, employ counsel, and pay reasonable attorney's fees.  In the event Landlord expends such sums as are set forth above, Tenant shall immediately reimburse Landlord for such sums expended, and any sums not reimbursed within ten (10) days shall carry interest at the rate of 10% per annum from the date they were incurred.



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          f.      The exercise of any remedies hereunder by Landlord shall not be construed as an election by Landlord to terminate this Lease unless a written notice of such intention is given by Landlord to Tenant.  In the event of termination of this Lease by written notice to Tenant, Tenant agrees to immediately surrender possession of the Premises and Tenant understands that such termination shall not relieve Tenant of any obligation hereunder, including without limitation the obligation to pay rent for the full term hereof.
          g.     The remedies given to Landlord in this paragraph may be exercised jointly or severally, shall be cumulative and shall be in addition and supplemental to all the rights and remedies which Landlord may have at equity or under the laws then in force.

          25.   LANDLORD'S LIEN.
          a.     As security for payment of rent, damages and all other payments required to be made by this Lease, Tenant hereby grants to Landlord, ONLY IN CASE OF DEFAULT AS DEFINED IN SEC. 23, a lien upon all tangible property of Tenant now or subsequently located upon the Premises.  If Tenant abandons or vacates any substantial portion of the Premises or is in default of any provisions of this Lease, Landlord may enter upon the Premises, and take possession of all or any part of Tenant's trade fixtures or tangible personal property, store such property in a private or public place, and may sell all or any part of the fixtures or tangible personal property at a public or private sale, in one or successive sales, with or without notice, to the highest bidder for cash.  The proceeds of the sale shall be applied by Landlord towards the costs of removal and storage, next towards reasonable costs and expenses of the sale, including reasonable attorney’s fees, and then toward the payment of all sums due by Tenant to Landlord under the terms of this Lease.
          b.     This Lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the State of Utah and Landlord, in addition to the rights prescribed in this Lease, shall have all of the rights, titles, liens and interests in and to Tenant's tangible property now or hereafter located upon the Premises which are granted a secured party, as that term is defined, under the Uniform Commercial Code to secure the performance of and the payment to Landlord of the various amounts provided in this Lease.  Tenant will on request execute and deliver to Landlord a financing statement for the purpose of perfecting Landlord's security interest under this Lease or Landlord may file this Lease or a summary thereof as a financing statement.

          26.   RECONSTRUCTION.
          a.     If Landlord's Building shall be partially damaged by fire or other casualty insured against under property damage insurance, Landlord shall, within a reasonable period of time, commence repair to Landlord's Building to a condition that is substantially similar to the condition in existence prior to such casualty.
          b.     Notwithstanding the foregoing, if Landlord's Building is damaged as a result of flood, earthquake, nuclear radiation or contamination, act of war or other risk which is not covered by insurance, or if the Premises or Landlord's Building are damaged to the extent of fifty percent (50%) or more of their then replacement value, or if the repair of the Premises or Landlord's Building would require more than forty-five (45) days, Either party may either terminate this Lease upon written notice given to Tenant or Landlord may commence as soon as is reasonably possible the restoration of Landlord's Building.
          c.     In the event this Lease is not terminated and Landlord undertakes to repair any portion of the Premises, until such repair is complete, rent shall abate proportionately by the portion of the Premises rendered untenantable.
          d.     Landlord shall have no responsibility to repair the trade fixtures and improvements installed by Tenant within the Premises or to repair and replace any of Tenant's furniture or other property damaged by such casualty.

          27.   EMINENT DOMAIN:   If all or more than fifty percent (50%) of the Premises shall be taken or appropriated by any public or other authority under the power of eminent domain, or transferred in lieu thereof, either party hereto shall have the right, at its option, to terminate this Lease.  If all or such part of the Premises (more than 50%) shall be so taken or appropriated and neither party hereto elects to terminate this Lease or if fifty percent (50%) or less of the Premises shall be taken or appropriated, the rental thereafter to be paid shall be proportionately reduced by the portion of the Premises so taken.  Landlord shall be entitled to any award or other payment made by any public or other authority in connection therewith. 

          28.   SALE BY LANDLORD.
          a.     In the event of a sale or conveyance by Landlord of the Premises or Landlord's Building, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions, express or implied, herein contained in favor of Tenant, and in such event Tenant agrees to look solely to the successor-in-interest of Landlord for performance of such covenants and conditions.  This Lease shall not be affected by any such sale, and Tenant agrees to recognize and attorn to Landlord's successor-in-interest as the landlord hereunder.

          29.   TENANT'S CERTIFICATE

          From time to time after the Commencement Date and when requested by Landlord, Tenant shall execute and deliver to Landlord within fifteen (15) days following such request a written certificate:
          a.     Ratifying this Lease;
          b.     Affirming the Commencement Date and Termination Date hereof;
          c.     Certifying this Lease is in full force and effect and has not been assigned, modified or amended (except by such writings as shall be described);
          d.     Stating all conditions under this Lease to be performed by Landlord have been so performed or have been waived by Tenant (or stating which conditions remain unsatisfied);
          e.     Declaring there are no uncured defaults or defenses or offsets against the enforcement of this Lease (or describing such defaults, defenses and offsets as are then known by Tenant);
          f.      Stating the date to which rentals have been paid and whether there have been any advanced rentals then paid by Tenant;



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          g.     Agreeing that no amendment, modification or cancellation of this Lease shall be effective without the prior written consent of any mortgage of Landlord; and
          h.     Setting forth such other information as Landlord may reasonably request.
          Landlord, Landlord's mortgage lenders and any purchasers of Landlord's Building shall be entitled to rely upon such certificate.

          30.   FINANCING AND SUBORDINATION.
          a.     Tenant agrees that from time to time it shall, if so requested by Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease or its use of the Premises, join with the Landlord in amending the terms of this Lease so as to meet the reasonable needs or requirements of any lender who is considering furnishing, or who has furnished, any financing which is, or will be, secured by Landlord's Building or the Premises.
          b.     Upon request by Landlord, Tenant will subordinate its rights in this Lease to the lien of any mortgage or deed of trust or other security interest resulting from any method of financing or refinancing which encumbers or is intended to encumber Landlord's Building or the Premises, and to all advances subsequently made upon the strength of such security.  This Lease shall remain in full force and effect and shall not be terminated as a result of any foreclosure (or transfer in lieu thereof) of such mortgage or other security instrument to which Tenant's rights are subordinated pursuant to this subparagraph.

          31.   WAIVER.
          a.     The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be deemed to be a continuing waiver of such term, covenant or condition or a waiver of such term, covenant or condition in the event of any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent.  No waiver shall be binding unless executed in writing by the party granting the waiver.
          b.     No payment by Tenant or receipt by Landlord of an amount less than is due hereunder shall be deemed to be other than payment towards or on account of the earliest portion of the amount then due (being first applied to late charges, interest and reasonable attorney’s fees, if any); nor shall any endorsement or statement on any check or payment (or any letter accompanying any check or payment) be deemed an "accord and satisfaction" (or payment in full) and Landlord may accept such check or payment without prejudice to Landlord's rights to recover the balance of such amount or pursue any other remedy provided herein.

          32.   NOTICES:   All notices and demands which may or are required to be given by either party to the other under this Lease shall be delivered in person or sent by United States mail, postage prepaid, and shall be addressed as set forth in Section 1 or to such other person or place as the parties may from time to time designate in a notice.  Any such notice or demand shall be deemed given on the date personally delivered, or on the date deposited in the United States mail, properly addressed and stamped.  If the notice is to Landlord, a copy shall be personally delivered or mailed to Knight Realty Company, 254 South 600 East, Salt Lake City, UT  84102.

          33.   INTERPRETATION AND JOINT OBLIGATION:   The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular where appropriate.  Words used in one gender shall be deemed to include the other genders.  If there is more than one Tenant, such Tenants shall be jointly and severally obligated for performance of all terms, covenants and conditions hereunder.  The laws of the State of Utah shall govern the performance, enforcement and interpretation of this Lease.  The invalidity or unenforceability of any provision hereof shall not affect or impair any other provision of this Lease.

          34.   ATTORNEY'S FEES:   If any action or proceeding is taken or brought for the enforcement of this Lease, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Lease, the successful or prevailing party shall be entitled to recover reasonable attorney's fees, expert witness fees and all other costs and expenses incurred whether by filing suit, commencing an arbitration proceeding, or otherwise, in addition to any other relief to which it may be entitled.

          35.   FORCE MAJEURE:   Landlord shall be excused for the period of any delay in the performance of any of its obligations hereunder when prevented from doing so by a cause beyond its control, including without limitation, strikes and labor disputes; civil commotion; war; governmental regulations or controls; fire or other casualty; inability to obtain any material (or a reasonable substitute therefore), labor or service; acts of God; or failure or slowness of governmental entities to take action.

          36.   QUIET POSSESSION:   Tenant, upon paying the rent and observing and performing all of the terms, covenants and conditions on its part to be performed hereunder, shall peaceably and quietly enjoy the Premises for the term hereof.

          37.   MEDIATION AND ARBITRATION:   If any dispute or claim in law or equity arises out of the Lease, Tenant and Landlord agree in good faith to attempt to settle such dispute or claim by mediation under the Mediation rules of the American Arbitration Association.  If such mediation is not successful in resolving such dispute or claim, then such dispute or claim shall be decided by neutral binding arbitration before a single arbitrator in accordance with the Commercial Arbitration rules of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  However, this paragraph does not apply to disputes or claims arising under Section 78, chapter 36, of the Utah Code.



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          38.   ENTIRE AGREEMENT AND RECORDATION.
          a.     This Lease and any exhibit(s) attached hereto constitute the entire agreement between the parties.  Any prior conversations or writings are merged herein and are extinguished.  No subsequent amendments to this Lease shall be binding upon Landlord unless reduced to writing and signed.
          b.     Tenant shall not record this Lease or a memorandum hereof without Landlord's written consent.

          39.   NO PARTNERSHIP INTENDED:   Landlord shall not be construed or held to be a partner or associate of Tenant in the conduct of the business of Tenant upon the Premises or elsewhere.  It is expressly understood and agreed that the relationship between the parties hereto is and shall at all times remain and be that of landlord and tenant.

          40.   TIME:   Time is of the essence of this Lease and every provision hereof to be performed by Tenant.    This Lease must be accepted by all parties on or before June 30, 2006 or Lease will become void and all parties will be released from every obligation & responsibility under this Lease.

          41.   BROKERS:   Landlord acknowledges the services of Knight Realty Company and agrees to pay the commission as set forth in “Exhibit A” attached to Landlord’s copy of this Lease.

          42.   PROFESSIONAL ADVICE: The Brokerage Company and the Agent(s) are trained in the marketing of real estate. Neither the Brokerage Company, nor the Agent(s) are trained to provide the Landlord or Tenant with legal or tax advice, or with technical advice regarding the physical condition of the Property. If the Landlord or Tenant desires advice regarding: (i) legal or tax matters; (ii) the physical condition of the Property; or (iii) this Lease Agreement, the Agent(s) and the Brokerage Company STRONGLY RECOMMEND THAT THE LANDLORD AND TENANT OBTAIN SUCH INDEPENDENT ADVICE.

          IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day and year written above in Section 1.


                                                                Point Management LLCPoint Management LLC as LANDLORD:


                                                                BY: _______________________________________________

                                                                ITS: Member





                                                                Hybrid Propulsion Laboratory as TENANT:


                                                                BY: /s/ Paul R. Ressler

                                                                ITS: President


                                                                Paul Ressler as PERSONAL GUARANTOR:

                                                                /s/ Paul Ressler









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ADDENDUM #  1
To

Commercial and Industrial Lease
Page 1 of 1


THIS IS AN ADDENDUM to that Commercial and Industrial Lease (herein referred to as the “CIL”)  with an Reference Date of June 15, 2006 including all prior addenda and counteroffers, between Hybrid Propulsion Laboratory as Tenant, and Point Management LLC  as Landlord, regarding the Property located at 14621 So. 800 W, Bluffdale UT 84065. The following terms are hereby incorporated as part of the CIL:

  1. Lease is subject to Tenant’s satisfaction of the Bluffdale City business licensing requirements within 5 days of Lease execution.
  2. Within 10 days of Lease execution, both parties to agree upon the office design and attach as Exhibit B.
  3. Landlord, at their sole cost, will build approx 3,000 SF of standard grade office as designed on Exhibit B.
  4. Common Area Maintenance (CAM) fee: Tenant shall pay, in addition to the monthly rental amount, a CAM fee of $750 ($0.10 Sq. Ft.) per month to cover their prorated share of the common expenses including Property Taxes, Building Insurance, Landscaping, Snow Removal, Sewer & Water, and Security Lighting.  Landlord will reconcile the actual costs at the end of each calendar year and either credit or bill Tenant any difference.
  5. Landlord will warrant any repairs not caused by Tenant on the pluming, electrical, and HVAC installed by Landlord during the 1st year of the Lease.
  6. Rent to be payable as follows: to be added as office sq. ft. verified.
  7. Tenant shall have 30 days after Lease execution to cancel this Lease if acceptable funding is not received.  Should Tenant cancel Lease, Tenant shall pay up to $1000 toward any Landlord incurred costs related to the architect and/or engineering plans.



To the extent the above terms of this Addendum modify the body of the Lease agreement or are different than the terms in the body of the Lease Agreement then these terms shall control.


















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Exhibit 10.11


CORPORATE SERVICES AGREEMENT

AGREEMENT, made as of this 1st day of January 2006, between Pukka USA, Inc. a Utah corporation with its offices at 892 North 340 East, American Fork, Utah, 84003 (hereinafter known as the “Company”) and Birchwood Capital Advisors Group, Inc. with its offices at 264 Union Blvd, First Floor, Totowa, NJ, 07512 hereinafter Known as the "Consultant".

          WHEREAS, the Consultant is in the business of providing management consulting , corporate advisory and capital advisory services.

          WHEREAS, the Company desires to retain the Consultant to perform consulting services in connection with the Company's business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services on that basis and as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:


1.     TERM OF AGREEMENT. The term of the agreement shall be one (1) years from the date signed herein.

2.     NATURE OF SERVICES. The Consultant will use his best efforts and render advice and assistance to the Company on business-related matters (all of which services are hereinafter collectively referred to as the “Corporate Services Agreement” and in connection therewith, the Consultant shall at the Board of Director’s request:

          a.     Attend meetings of the Company's Board of Directors, Executive Committee, and Financial Committee(s) when so requested by the Company.

Attend meetings and at the request of the Company to review, analyze and report on proposed business opportunities. These meetings are to include operations and production meetings when the Company deems necessary.

          c.     Consult with the Company concerning on-going strategic corporate planning and long-term investment policies, including any revisions of the Company's business plan, any revisions of the Company’s corporate governance guidelines or accounting policies, and any changes to its short term or long term goals.

Consult with and advise the Company with regard to any and all potential mergers, acquisitions and/or reverse merger opportunities that the Consultant and  Company mutually agree would advance the prospects of the Company and benefit its shareholders.

          e.     The Consultant has no authority to bind the Company and his sole duties are to report recommendations to the Company's Board of Directors.

Anything to the contrary herein notwithstanding, it is recognized and agreed that the Consultant's services will not include any service that constitutes the rendering of legal opinions, performance of work that is in the ordinary purview of a certified public accountant, or any work that is in the ordinary purview of a registered securities broker/dealer.

3.     COMPENSATION. As full payment for its services set forth above the Company shall issue to the Consultant 1,000,000 shares of its only class of common stock in lieu of any and all cash compensation as it relates to Section 2 above.










          a.     The Company agrees to grant the Consultant “piggyback registration rights” and agrees to register all of the Consultants common stock with any registration statement(s) it may file including but not limited to SB-1, SB-2, S-1 or S-3.              

4.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Consultant each such representation and warranty being deemed to be material, that:

          a.     The Company will cooperate fully and timely with the Consultant to enable the Consultant to perform his activities and obligations under the Agreement.

          b.     The execution and performance of this Agreement by the Company has been authorized by the Board of Directors of the Company in accordance with applicable law.

          c.     The entry into and the performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provision of the organizational documents of the Company or any contractual obligation to which the Company may be bound.

          d.     Since the Consultant will rely upon information being supplied him by the Company, all such information shall be true, accurate, complete and not misleading, in all material respects.

          e.     The Shares, when issued, will be duly and validly issued, fully paid and non-assessable with no personal liability to the ownership thereof.

          f.     The Company will act diligently and promptly in reviewing materials submitted to it by the Consultant to enhance the timely distribution of such materials and will inform the Consultant of any material inaccuracies contained therein prior to dissemination.

5.     REPRESENTATIONS AND WARRANTIES OF CONSULTANT. By virtue of his execution hereof, and in order to induce the Company to enter into this Agreement, the Consultant hereby represents and warrants to the Company as follows:

          a.     The Consultant has full power and authority to enter into this Agreement, to enter into a consulting relationship with the Company as provided for and described herein, and to otherwise perform this Agreement in the time and manner contemplated.

          b.     The Consultant has the requisite skill and experience to perform the services contemplated by this Agreement, to create and implement the services listed in Section 2, and to carry out and fulfill his duties and obligations hereunder.

          c.     The Consultant is not an officer, director, shareholder, control person, principal or affiliate of any underwriter, broker or finders which is doing or has done business with or on behalf of the Company.

          d.     The Consultant hereby acknowledges, agrees and accepts that pending delivery of the Common Shares and thereafter during and throughout the entire term of this Agreement, the Consultant shall be exclusively responsible for the payment of any expenses relating to the services to be performed, at its sole expense unless otherwise approved by the Company.

          e.     The Consultant will make no representation that he has the authority to bind the Company in any matter whatsoever.

6.     LIABILITY OF THE CONSULTANT

management advice and other services as herein provided, neither the Consultant, nor any employee or agent thereof, shall be liable to the Company or its creditors for error of judgment or for anything except malfeasance,








bad faith or gross negligence in the performance of his duties, or reckless disregard of his obligations and duties under this Agreement.

It is further understood and agreed that Consultant may rely upon information furnished to him by the Company reasonably believed to be accurate and reliable and that, except as herein provided, the Consultant shall not be accountable for any loss suffered by the Company by reason of the Company's action or non-action on the basis of any advice, recommendation or approval of the Consultant, his employees or agents.

The parties further acknowledge that the Consultant undertakes no responsibility for the accuracy of any statement made by management contained in press releases or other communications, including, but not limited to, filings with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc.

7.     STATUS OF CONSULTANT. The Consultant is an independent contractor and has no authority to bind the Company without the approval from the Board of Directors. The Consultant shall not have, nor be deemed to have, any fiduciary obligation or duties to the Company.

8.     OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that the Consultant now renders, and may continue to render, consulting and advisory services to other companies which may or may not have policies and conduct activities similar to those of the Company. The Consultant shall be free to pursue, conduct and carry on for the Consultant's own account (or for the account of others) such activities, employment, ventures, businesses and other pursuits as the Consultant in his sole, absolute and unfettered discretion, may elect, provided the Consultant and any such activities by him or on his behalf do not violate Paragraph 10 of this Agreement, or any other provision hereof.

9.     DISCLAIMER BY CONSULTANT. The Consultant will prepare certain materials for the Company. Consultant makes no representation that his services will result in any enhancement of the Company.

10.     CONFIDENTIALITY. Until such time as it may be publicly disclosed, the Consultant agrees that any information, materials or documents provided by the Company will not be revealed or disclosed to the public or any third person, except in the performance of this Agreement and with the Company's consent. Upon completion of the term of this Agreement and at the written request of the Company, the Consultant will return any original documentation provided by the Company to the Consultant. The Consultant will require similar confidentiality agreements from his employees and/or agents where he reasonably believes they will come in contact with confidential material.

11.     MISCELLANEOUS.

          a.     The Company shall make all final decisions with respect to consultation, advice and services rendered by the Consultant.

          b.     This Agreement contains the entire agreement of the parties hereto and there are no agreements, representations or warranties other than those contained herein. Neither party may modify this Agreement unless in writing and signed by both parties.

          c.     This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.

          d.     Any controversy or claim under, arising out of, or related to this Agreement shall be settled by arbitration in accordance with the rules and under the auspices of the American Arbitration Association to be conducted in Utah.

          e.     This Agreement shall supersede and replace all previous agreements between the parties, both written and oral.










12.           NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested to the last known address of any party hereto.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the day and year first above written.

/s/ Leonard DuCharme

/s/ Chris Giordano



Mr. Leonard DuCharme
CEO/ Pukka USA, Inc

Mr. Chris Giordano
President/Birchwood Capital Advisors Group, Inc



























July 6, 2006



Sunrise U.S.A. Incorporated
3203 E. Ovid Ave.
Des Moines, IA 50317
Attention:  Chief Executive Officer

Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003 
Attention:  Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to that certain Share Exchange Agreement, dated June 7, 2006, by and among Pukka USA, Inc., a Utah corporation (“Pukka”), Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), Paul Ressler and Leonard DuCharme, and the other individual shareholders of Pukka listed on signatories thereto (the “Share Exchange Agreement”).

In connection with the Share Exchange Agreement, the undersigned hereby surrenders all of its rights to receive shares of Pukka common stock, par value $.001 per share and consents to the receive shares of Sunrise common stock, par value $.0001 per share in lieu thereof.

Sincerely,

Birchwood Capital Advisors Group, Inc.

By: /s/ Christopher Giordano                      
Christopher Giordano, President
















Exhibit 10.12


CORPORATE SERVICES AGREEMENT

AGREEMENT, made as of this 7th day of April 2006, between Pukka USA, Inc. a Utah corporation with its offices at 892 North 340 East, American Fork, Utah, 84003 (hereinafter known as the “Company”) and Legend Merchant Group, Inc. with its offices at 30 Broad Street, 38th Floor, NYC, NY, 10004 hereinafter Known as the "Consultant".

          WHEREAS, the Consultant is in the business of providing management consulting , corporate advisory and capital advisory services.

          WHEREAS, the Consultant has already rendered valuable services over the course of the last one hundred twenty (120) days and will continue for a period of two (2) years from this date herein.

          WHEREAS, the Company desires to retain the Consultant to perform consulting services in connection with the Company's business affairs on a non-exclusive basis, and the Consultant is willing to undertake to provide such services on that basis and as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:


1.     TERM OF AGREEMENT. The term of the agreement shall be two (2) years from the date signed herein.

2.     NATURE OF SERVICES. The Consultant will use his best efforts and render advice and assistance to the Company on business-related matters (all of which services are hereinafter collectively referred to as the “Corporate Services Agreement” and in connection therewith, the Consultant shall at the Board of Director’s request:

          a.     Attend meetings of the Company's Board of Directors, Executive Committee, and Financial Committee(s) when so requested by the Company.

          b.     Attend meetings and at the request of the Company to review, analyze and report on proposed business opportunities. These meetings are to include operations and production meetings when the Company deems necessary.

          c.     Consult with the Company concerning on-going strategic corporate planning and long-term investment policies, including any revisions of the Company's business plan, any revisions of the Company’s corporate governance guidelines or accounting policies, and any changes to its short term or long term goals.










          d.     Consult with and advise the Company with regard to any and all potential mergers, acquisitions and/or reverse merger opportunities that the Consultant and  Company mutually agree would advance the prospects of the Company and benefit its shareholders.

          e.     The Consultant has no authority to bind the Company and his sole duties are to report recommendations to the Company's Board of Directors.

Anything to the contrary herein notwithstanding, it is recognized and agreed that the Consultant's services will not include any service that constitutes the rendering of legal opinions, performance of work that is in the ordinary purview of a certified public accountant, or any work that is in the ordinary purview of a registered securities broker/dealer.

3.     COMPENSATION. As full payment for its services set forth above the Company shall issue to the Consultant 1,650,000 shares of its only class of common stock in lieu of any and all cash compensation as it relates to Section 2 above.

          a.     The Company agrees to grant the Consultant “piggyback registration rights” and agrees to register all of the Consultants common stock with any registration statement(s) it may file including but not limited to SB-1, SB-2, S-1 or S-3.        

4.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Consultant each such representation and warranty being deemed to be material, that:

          a.     The Company will cooperate fully and timely with the Consultant to enable the Consultant to perform his activities and obligations under the Agreement.

          b.     The execution and performance of this Agreement by the Company has been authorized by the Board of Directors of the Company in accordance with applicable law.

          c.     The entry into and the performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provision of the organizational documents of the Company or any contractual obligation to which the Company may be bound.








          d.     Since the Consultant will rely upon information being supplied him by the Company, all such information shall be true, accurate, complete and not misleading, in all material respects.

          e.     The Shares, when issued, will be duly and validly issued, fully paid and non-assessable with no personal liability to the ownership thereof.

          f.     The Company will act diligently and promptly in reviewing materials submitted to it by the Consultant to enhance the timely distribution of such materials and will inform the Consultant of any material inaccuracies contained therein prior to dissemination.

5.     REPRESENTATIONS AND WARRANTIES OF CONSULTANT. By virtue of his execution hereof, and in order to induce the Company to enter into this Agreement, the Consultant hereby represents and warrants to the Company as follows:

          a.     The Consultant has full power and authority to enter into this Agreement, to enter into a consulting relationship with the Company as provided for and described herein, and to otherwise perform this Agreement in the time and manner contemplated.

          b.     The Consultant has the requisite skill and experience to perform the services contemplated by this Agreement, to create and implement the services listed in Section 2, and to carry out and fulfill his duties and obligations hereunder.

          c.     The Consultant is not an officer, director, shareholder, control person, principal or affiliate of any underwriter, broker or finders which is doing or has done business with or on behalf of the Company.

          d.     The Consultant hereby acknowledges, agrees and accepts that pending delivery of the Common Shares and thereafter during and throughout the entire term of this Agreement, the Consultant shall be exclusively responsible for the payment of any expenses relating to the services to be performed, at its sole expense unless otherwise approved by the Company.

          e.     The Consultant will make no representation that he has the authority to bind the Company in any matter whatsoever.

6.     LIABILITY OF THE CONSULTANT

management advice and other services as herein provided, neither the Consultant, nor any employee or agent thereof, shall be liable to the Company or its creditors for error of judgment or for anything except malfeasance, bad faith or gross negligence in the performance of his duties, or reckless disregard of his obligations and duties under this Agreement.








It is further understood and agreed that Consultant may rely upon information furnished to him by the Company reasonably believed to be accurate and reliable and that, except as herein provided, the Consultant shall not be accountable for any loss suffered by the Company by reason of the Company's action or non-action on the basis of any advice, recommendation or approval of the Consultant, his employees or agents.

The parties further acknowledge that the Consultant undertakes no responsibility for the accuracy of any statement made by management contained in press releases or other communications, including, but not limited to, filings with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc.

7.     STATUS OF CONSULTANT. The Consultant is an independent contractor and has no authority to bind the Company without the approval from the Board of Directors. The Consultant shall not have, nor be deemed to have, any fiduciary obligation or duties to the Company.

8.     OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that the Consultant now renders, and may continue to render, consulting and advisory services to other companies which may or may not have policies and conduct activities similar to those of the Company. The Consultant shall be free to pursue, conduct and carry on for the Consultant's own account (or for the account of others) such activities, employment, ventures, businesses and other pursuits as the Consultant in his sole, absolute and unfettered discretion, may elect, provided the Consultant and any such activities by him or on his behalf do not violate Paragraph 10 of this Agreement, or any other provision hereof.

9.     DISCLAIMER BY CONSULTANT. The Consultant will prepare certain materials for the Company. Consultant makes no representation that his services will result in any enhancement of the Company.

10.     CONFIDENTIALITY. Until such time as it may be publicly disclosed, the Consultant agrees that any information, materials or documents provided by the Company will not be revealed or disclosed to the public or any third person, except in the performance of this Agreement and with the Company's consent. Upon completion of the term of this Agreement and at the written request of the Company, the Consultant will return any original documentation provided by the Company to the Consultant. The Consultant will require similar confidentiality agreements from his employees and/or agents where he reasonably believes they will come in contact with confidential material.













11.     MISCELLANEOUS.

          a.     The Company shall make all final decisions with respect to consultation, advice and services rendered by the Consultant.

          b.     This Agreement contains the entire agreement of the parties hereto and there are no agreements, representations or warranties other than those contained herein. Neither party may modify this Agreement unless in writing and signed by both parties.

          c.     This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          d.     Any controversy or claim under, arising out of, or related to this Agreement shall be settled by arbitration in accordance with the rules and under the auspices of the American Arbitration Association to be conducted in New York.

          e.     This Agreement shall supersede and replace all previous agreements between the parties, both written and oral.

12.     NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested to the last known address of any party hereto.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the day and year first above written.



/s/ Leonard A. DuCharme                                        /s/ John Shaw                                    
Mr. Leonard DuCharme                                          Mr. John Shaw
CEO/ Pukka USA, Inc                                            CEO/Legend Merchant Group, Inc

















July 6, 2006



Sunrise U.S.A. Incorporated
3203 E. Ovid Ave.
Des Moines, IA 50317
Attention:  Chief Executive Officer

Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003 
Attention:  Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to that certain Share Exchange Agreement, dated June 7, 2006, by and among Pukka USA, Inc., a Utah corporation (“Pukka”), Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), Paul Ressler and Leonard DuCharme, and the other individual shareholders of Pukka listed on signatories thereto (the “Share Exchange Agreement”).

In connection with the Share Exchange Agreement, the undersigned hereby surrenders all of its rights to receive shares of Pukka common stock, par value $.001 per share and consents to the receive shares of Sunrise common stock, par value $.0001 per share in lieu thereof.

Sincerely,

Legend Merchant Group, Inc.

By: /s/ John Shaw                                
John Shaw, President


















Exhibit 10.13


INVESTOR RELATIONS PROGRAM AGREEMENT



April 3, 2006

Mr. Paul Ressler, President
Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003

Dear Mr. Ressler,

This letter agreement is between Pukka USA, Inc. (the “Company") and Transcontinental Media, Ltd ("Transcontinental") and, in that regard, the parties agree as follows:

1.     Term. This letter agreement will commence on April 3, 2006, and expire on March 31, 2007.

2.     IR Fees. The Company will pay Transcontinental warrants to purchase 1,200,000 shares of its common stock, exercisable at $.001 per share for implementation of its Investor Relations ("IR") Program. The Company agrees to include the foregoing shares in the next registration statement filed by the Company with the Securities and Exchange Commission.

3.     IR Services. Transcontinental, in consideration of the above fee, will perform the following services for the Company; however, such services will be subject to the Company's written or oral approval:

       A.     Arrange an initial visit between the Transcontinental's team and Management to discuss the Company, Transcontinental's IR Program, investor relation goals and objectives, and themes to be stressed in the implementation of the program.

       B.     Prepare a Corporate Fact Sheet, a document that encapsulates the Company's information and its most recent financial results. The Corporate Fact Sheet will be sent to targeted investment professionals and will be followed up with phone calls as an initial screening tool to determine the recipients' interest in meeting with the Company. All responses will be entered into Transcontinental's database in order that Company information can be furnished to them in the future.

       C.     Compile an "IR Kit", including the Corporate Fact Sheet, case studies, media backgrounders, press releases, press clippings, existing annual report and/or brochure, recent SEC documents and other materials regarding the Company.










       D.     Upon completion of the foregoing, review and critique Management's intended presentations to the financial and media community.

       E.     Arrange periodic meetings with interested buy-side and sell-side analysts, retail brokers, fund managers and investment advisors, including telephone follow-ups.

       F.     Prepare and disseminate press release materials to the financial community and media to ensure full and timely disclosure, including telemarketing releases to investment and media professionals.

       G.     Prior to press release issuance, the release must be approved by the Company's authorized investor relations contact to ensure authorization of release. It is the Company's responsibility to obtain all necessary clearances and approvals (including legal) prior to issuance of all releases.

       H.     Establish lines of communication with NASDAQ market makers, informing them of recent Company developments.

       I.     Coordinate conference calls between Management and key investment professionals after earnings or other releases that require explanation. Prior to those calls, Transcontinental will consult with Management and prepare an outline covering the subjects to be discussed and/or questions that might arise. Transcontinental recommends that members of the media be excluded from participating in the conference call.

       J.     Administer all telephone and/or written financial inquiries regarding the Company. Transcontinental will supply inquirers with a Company-approved Due Diligence Kit.

       K.     Review the Company's present web site and make recommendations for its improvement and/or reconstruction; design the Investor Relations portion.

       L.     Build and maintain an Investor Database for the Company, which will include interested brokers, retail shareholders, members of the media and other interested parties. The Investor Database will receive all press announcements issued by the Company, articles written about the Company, and any other items Transcontinental and the Company deem appropriate.

       M.     Maintain a fax and conference call list. Participants will be faxed announcements the day they are issued and polled regularly to join quarterly investment conference calls.

       N.     Regularly inspect the Company descriptions and coverage to assure accuracy in Electronic Bulletins, Bloomberg and Dow Jones.









       O.     Compose or reconfigure an informational slide presentation that Management can use for road shows and investor meetings. This presentation can be printed and included in the Company's Due Diligence Kit.

4.     Company Prior Approval of Material. In disseminating Company information and/or materials, Transcontinental will rely upon the Company's assurances that such information is complete and accurate and, prior to dissemination of such information and/or materials, will submit same to the Company for approval.

5.     Compliance with Applicable Laws. In performing the activities described in this letter agreement, Transcontinental's and the Company's actions will comply with all SEC and applicable State laws, rules and regulations.

6.     Indemnification. The Company will indemnify and defend Transcontinental against all claims, proceedings, suits or other matters that might be asserted against Transcontinental's activities by reason of this letter agreement and the Company will pay Transcontinental' reasonable attorneys' fees and expenses in connection with such matters; however, the Company's indemnification of Transcontinental is conditioned upon the following:

       A.     Transcontinental must act within the scope of this letter agreement;

       B.     Transcontinental must act in accordance with the Company instructions;

       C.     Transcontinental is not negligent;

       D.     Transcontinental must submit information and materials to the Company for approval prior to dissemination.

7.     Confidential Information. Transcontinental acknowledges that it will gain knowledge of information of substantial value to the Company regarding the Company's business which is not generally known and which gives the Company an advantage over competitors who do not know, or use, such information, including, but not limited to, know-how, trade secrets, techniques, designs, sales and customer information, and business and financial information relating to the business, products, services, practices or techniques of the Company's plans for future products or developments ("Confidential Information"). Transcontinental agrees to, at all times, regard and preserve as confidential such Confidential Information, and to refrain from publishing or disclosing any part of it by using, copying or duplicating it in any way or by any means, whatsoever. Transcontinental further agrees that such Confidential Information will not be disclosed by it to any person or entity without the prior written consent of the Company. Finally, Transcontinental agrees to refrain at all times from any other act or omission that would reduce the value of the Confidential Information to the Company.

8.     Notices. All notices, requests, demands or other communications required or authorized or contemplated to be given by this Agreement shall be in writing and shall










be deemed to have been duly given if hand delivered, sent by commercial overnight courier or sent by certified or registered mail. A facsimile transmission, when received, shall be considered delivery of written notice.

9.     Expenses. Each party hereto shall be responsible for its own expenses.

10.    Governing Law. This letter agreement will be governed by the laws of the State of Utah applicable to contracts made and to be performed in that State.

11.    Entire agreement; no amendment except in writing. The provisions of this letter agreement set forth the entire binding agreement between the parties and supersede all prior written and oral communications, discussions, and negotiations between the parties concerning the proposed transaction. The terms of this letter agreement may be amended only in writing and when signed by both parties.

If the foregoing correctly states our understanding, please execute the enclosed copies of this letter in the spaces provided below and return a duplicate to the undersigned. We look forward to working with Pukka USA, Inc. and to a long and mutually successful relationship.

Very truly yours,


TRANSCONTINENTAL MEDIA, LTD

By: /s/ Steven H. Mcdonald                                     

Title: President
Date: April 3, 2006


Agreed to and approved:

PUKKA USA, INC.


By: /s/ Paul Ressler                                                  

Title: President
Date: April 3, 2006
















NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”).  NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

PUKKA USA, INC
WARRANT AGREEMENT

Issue Date:  April 10, 2006

          1.     Basic Terms.  This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”), is the owner of a warrant of Pukka USA, Inc., a Utah corporation having its principal place of business at 892 North 340 East, American Fork, Utah 84003 ( the "Corporation"), subject to adjustments as provided herein, to purchase one million two hundred thousand (1,200,000) shares of the Common Stock, $.001 par value (the “Common Stock”), of the Corporation from the Corporation at the price per share shown below (the “Exercise Price”).

Holder:

Transcontinental Media, Ltd.

Exercise Price per share: 

$0.001

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.

          2.     Corporation’s Representations/Covenants.  The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant.  The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.










          3.     Method of Exercise; Fractional Shares.  This Warrant is exercisable at the option of the Holder, in increments of 5,000 shares only, at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) on June 30, 2007.  To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant for the Warrant Shares specified in the executed exercise form.  The principal office of the Corporation is located at the address specified on the signature page of this Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder.  Payment shall be made by check payable to the order of the Corporation or by wire transfer.  This Warrant is not exercisable with respect to a fraction of a share of Common Stock.  In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. 

          4.     Protection Against Dilution.  The number of shares of Common Stock purchasable under this Warrant, and the Exercise Price, shall be adjusted as set forth as follows.  If at any time or from time to time after the date of this Warrant, the Corporation: 

(i) takes a record of the holders of its outstanding shares of Common Stock for the purposes of entitling them to receive a dividend payable in, or other distribution of, Common Stock; or 
  
(ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock; or 
  
(iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock;

then, and in each such case, the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction (A) the numerator of which is the total number of outstanding shares of Common Stock immediately prior to such event and (B) the denominator of which is the total number of outstanding shares of Common Stock immediately after such event. 

          Upon each adjustment in the Exercise Price under this Warrant such number of shares of Common Stock purchasable under this Warrant shall be adjusted by multiplying the number of shares of Common Stock by a fraction, the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment.

          5.     Adjustment for Reorganization, Consolidation, Merger, Etc. 










               (a)     During the Exercise Period, the Corporation shall, prior to consummation of a consolidation with or merger into another corporation, or conveyance of all or substantially all of its assets to any other corporation or corporations, whether affiliated or unaffiliated (any such corporation being included within the meaning of the term “successor corporation”), or agreement to so consolidate, merge or convey assets, require the successor corporation to assume, by written instrument delivered to the Holder, the obligation to issue and deliver to such Holder such shares of stock, securities or property as, in accordance with the provisions of paragraph 5(b), the Holder shall be entitled to purchase or receive.

               (b)     In the case of any capital reorganization or reclassification of the Common Stock of the Corporation (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) during the Exercise Period or in case, during the Exercise Period, the Corporation (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, the Holder, upon exercise, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the Common Stock of the Corporation (or such other corporation), the proportionate share of all stock, securities or other property issued, paid or delivered for or on all of the Common Stock of the Corporation (or such other corporation) as is allocable to the shares of Common Stock then called for by this Warrant as if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in paragraph 4 of this Warrant.

          6.     Notice of Adjustment.  On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall immediately give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

          7.     Dissolution, Liquidation.  In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with a reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed, the Corporation shall give at least thirty days prior written notice to the Holder.  Such notice shall contain:  (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (d) an estimate of the fair value of the distributions.  On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

          8.     Rights of Holder.  The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders.  This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation.  No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until,









and except to the extent that, this Warrant is exercised.  Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above.  Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

          9.     Exchange for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

          10.     Substitution.  Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor. 

          11.     Restrictions on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Securities Act or any other securities laws (the “Acts”).  Neither this Warrant nor the shares of Common Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration statement for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Acts.  If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion.  Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.  If the Corporation files a registration statement with the Securities and Exchange Commission, the Holder will have piggyback registration rights as to the shares of Common Stock underlying this Warrant.

          12.     Transfer.  Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed. 

          13.     Recognition of Holder.  Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant.  All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation. 









          14.     Payment of Taxes.  The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant. 

          15.     Headings.  The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant. 

          16.     Miscellaneous.  This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder.  This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation.  Under no circumstances may this Warrant be assigned by the Holder.

          17.     Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its principles governing conflicts of law.

PUKKA USA, INC.

    

By: /s/ Paul Ressler                        

Paul Ressler, President
892 North 340 East
American Fork, Utah  84003























PUKKA USA, INC.
Form of Transfer


(To be executed by the Holder to transfer the Warrant)


For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below :

Names of
Assignee

Address

Taxpayer ID No.

Number of shares
subject to transferred
Warrant

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

   




The undersigned registered holder further irrevocably appoints ____________________
_______________________________ attorney (with full power of substitution) to transfer this
Warrant as aforesaid on the books of the Corporation. 






Date:______________________________    ___________________________________
                                                                        Signature






















PUKKA USA, INC.
Exercise Form

(To be executed by the Holder to purchase
Common Stock pursuant to the Warrant)


The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, 1,200,000 shares of Common Stock of Pukka USA, Inc.

The undersigned herewith tenders payment for those shares and encloses a certified check, official bank check or has wired payment of $1,2000      .

The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if such number of shares is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.




Date:  July 20, 2006                                         /s/ Steven H. Mcdonald                                            
                                                                        Signature
























July 6, 2006



Sunrise U.S.A. Incorporated
3203 E. Ovid Ave.
Des Moines, IA 50317
Attention:  Chief Executive Officer

Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003 
Attention:  Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to that certain Share Exchange Agreement, dated June 7, 2006, by and among Pukka USA, Inc., a Utah corporation (“Pukka”), Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), Paul Ressler and Leonard DuCharme, and the other individual shareholders of Pukka listed on signatories thereto (the “Share Exchange Agreement”).

In connection with the Share Exchange Agreement, the undersigned hereby surrenders all of its rights to receive shares of Pukka common stock, par value $.001 per share and consents to the receive shares of Sunrise common stock, par value $.0001 per share in lieu thereof.

Sincerely,

Transcontinental Media Ltd.

By: /s/ Steven H. Mcdonald                       
Steven H. Mcdonald, President















Exhibit 10.14


INVESTOR RELATIONS PROGRAM AGREEMENT



April 3, 2006

Mr. Paul Ressler, President
Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003

Dear Mr. Ressler,

This letter agreement is between Pukka USA, Inc. (the “Company") and MNDD Communications, Ltd ("MNDD") and, in that regard, the parties agree as follows:

1.     Term. This letter agreement will commence on April 3, 2006, and expire on March 31, 2007.

2.     IR Fees. The Company will pay MNDD warrants to purchase 1,200,000 shares of its common stock, exercisable at $.001 per share for implementation of its Investor Relations ("IR") Program. The Company agrees to include the foregoing shares in the next registration statement filed by the Company with the Securities and Exchange Commission.

3.     IR Services. MNDD, in consideration of the above fee, will perform the following services for the Company; however, such services will be subject to the Company's written or oral approval:

        A.     Arrange an initial visit between the MNDD's team and Management to discuss the Company, MNDD's IR Program, investor relation goals and objectives, and themes to be stressed in the implementation of the program.

        B.     Prepare a Corporate Fact Sheet, a document that encapsulates the Company's information and its most recent financial results. The Corporate Fact Sheet will be sent to targeted investment professionals and will be followed up with phone calls as an initial screening tool to determine the recipients' interest in meeting with the Company. All responses will be entered into MNDD's database in order that Company information can be furnished to them in the future.

        C.     Compile an "IR Kit", including the Corporate Fact Sheet, case studies, media backgrounders, press releases, press clippings, existing annual report and/or brochure, recent SEC documents and other materials regarding the Company.










        D.     Upon completion of the foregoing, review and critique Management's intended presentations to the financial and media community.

        E.     Arrange periodic meetings with interested buy-side and sell-side analysts, retail brokers, fund managers and investment advisors, including telephone follow-ups.

        F.     Prepare and disseminate press release materials to the financial community and media to ensure full and timely disclosure, including telemarketing releases to investment and media professionals.

        G.     Prior to press release issuance, the release must be approved by the Company's authorized investor relations contact to ensure authorization of release. It is the Company's responsibility to obtain all necessary clearances and approvals (including legal) prior to issuance of all releases.

        H.     Establish lines of communication with NASDAQ market makers, informing them of recent Company developments.

        I.     Coordinate conference calls between Management and key investment professionals after earnings or other releases that require explanation. Prior to those calls, MNDD will consult with Management and prepare an outline covering the subjects to be discussed and/or questions that might arise. MNDD recommends that members of the media be excluded from participating in the conference call.

        J.     Administer all telephone and/or written financial inquiries regarding the Company. MNDD will supply inquirers with a Company-approved Due Diligence Kit.

        K.     Review the Company's present web site and make recommendations for its improvement and/or reconstruction; design the Investor Relations portion.

        L.     Build and maintain an Investor Database for the Company, which will include interested brokers, retail shareholders, members of the media and other interested parties. The Investor Database will receive all press announcements issued by the Company, articles written about the Company, and any other items MNDD and the Company deem appropriate.

        M.     Maintain a fax and conference call list. Participants will be faxed announcements the day they are issued and polled regularly to join quarterly investment conference calls.

        N.     Regularly inspect the Company descriptions and coverage to assure accuracy in Electronic Bulletins, Bloomberg and Dow Jones.

        O.     Compose or reconfigure an informational slide presentation that Management can use for road shows and investor meetings. This presentation can be printed and included in the Company's Due Diligence Kit.








4.     Company Prior Approval of Material. In disseminating Company information and/or materials, MNDD will rely upon the Company's assurances that such information is complete and accurate and, prior to dissemination of such information and/or materials, will submit same to the Company for approval.

5.     Compliance with Applicable Laws. In performing the activities described in this letter agreement, MNDD's and the Company's actions will comply with all SEC and applicable State laws, rules and regulations.

6.     Indemnification. The Company will indemnify and defend MNDD against all claims, proceedings, suits or other matters that might be asserted against MNDD's activities by reason of this letter agreement and the Company will pay MNDD' reasonable attorneys' fees and expenses in connection with such matters; however, the Company's indemnification of MNDD is conditioned upon the following:

        A.     MNDD must act within the scope of this letter agreement;

        B.     MNDD must act in accordance with the Company instructions;

        C.     MNDD is not negligent;

        D.     MNDD must submit information and materials to the Company for approval prior to dissemination.

7.     Confidential Information. MNDD acknowledges that it will gain knowledge of information of substantial value to the Company regarding the Company's business which is not generally known and which gives the Company an advantage over competitors who do not know, or use, such information, including, but not limited to, know-how, trade secrets, techniques, designs, sales and customer information, and business and financial information relating to the business, products, services, practices or techniques of the Company's plans for future products or developments ("Confidential Information"). MNDD agrees to, at all times, regard and preserve as confidential such Confidential Information, and to refrain from publishing or disclosing any part of it by using, copying or duplicating it in any way or by any means, whatsoever. MNDD further agrees that such Confidential Information will not be disclosed by it to any person or entity without the prior written consent of the Company. Finally, MNDD agrees to refrain at all times from any other act or omission that would reduce the value of the Confidential Information to the Company.

8.     Notices. All notices, requests, demands or other communications required or authorized or contemplated to be given by this Agreement shall be in writing and shall be deemed to have been duly given if hand delivered, sent by commercial overnight courier or sent by certified or registered mail. A facsimile transmission, when received, shall be considered delivery of written notice.










9.     Expenses. Each party hereto shall be responsible for its own expenses.

10.    Governing Law. This letter agreement will be governed by the laws of the State of Utah applicable to contracts made and to be performed in that State.

11.    Entire agreement; no amendment except in writing. The provisions of this letter agreement set forth the entire binding agreement between the parties and supersede all prior written and oral communications, discussions, and negotiations between the parties concerning the proposed transaction. The terms of this letter agreement may be amended only in writing and when signed by both parties.

If the foregoing correctly states our understanding, please execute the enclosed copies of this letter in the spaces provided below and return a duplicate to the undersigned. We look forward to working with Pukka USA, Inc. and to a long and mutually successful relationship.

Very truly yours,


MNDD COMMUNICATIONS, LTD

By: /s/ Jamie R. Hildago                                      

Title: President
Date: April 3, 2006


Agreed to and approved:

PUKKA USA, INC.


By: /s/ Paul Ressler                                              

Title: President
Date: April 3, 2006

















NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”).  NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

PUKKA USA, INC
WARRANT AGREEMENT

Issue Date:  April 10, 2006

          1.     Basic Terms.  This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”), is the owner of a warrant of Pukka USA, Inc., a Utah corporation having its principal place of business at 892 North 340 East, American Fork, Utah 84003 ( the "Corporation"), subject to adjustments as provided herein, to purchase one million two hundred thousand (1,200,000) shares of the Common Stock, $.001 par value (the “Common Stock”), of the Corporation from the Corporation at the price per share shown below (the “Exercise Price”).

Holder:

MNDD Communications, Ltd.

Exercise Price per share: 

$0.001

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.

          2.     Corporation’s Representations/Covenants.  The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant.  The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.








          3.     Method of Exercise; Fractional Shares.  This Warrant is exercisable at the option of the Holder, in increments of 5,000 shares only, at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) on June 30, 2007.  To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant for the Warrant Shares specified in the executed exercise form.  The principal office of the Corporation is located at the address specified on the signature page of this Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder.  Payment shall be made by check payable to the order of the Corporation or by wire transfer.  This Warrant is not exercisable with respect to a fraction of a share of Common Stock.  In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. 

          4.     Protection Against Dilution.  The number of shares of Common Stock purchasable under this Warrant, and the Exercise Price, shall be adjusted as set forth as follows.  If at any time or from time to time after the date of this Warrant, the Corporation: 
(i) takes a record of the holders of its outstanding shares of Common Stock for the purposes of entitling them to receive a dividend payable in, or other distribution of, Common Stock; or
  
(ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock; or 
  
(iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock;

then, and in each such case, the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction (A) the numerator of which is the total number of outstanding shares of Common Stock immediately prior to such event and (B) the denominator of which is the total number of outstanding shares of Common Stock immediately after such event. 

          Upon each adjustment in the Exercise Price under this Warrant such number of shares of Common Stock purchasable under this Warrant shall be adjusted by multiplying the number of shares of Common Stock by a fraction, the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment.









          5.     Adjustment for Reorganization, Consolidation, Merger, Etc.

                 (a)     During the Exercise Period, the Corporation shall, prior to consummation of a consolidation with or merger into another corporation, or conveyance of all or substantially all of its assets to any other corporation or corporations, whether affiliated or unaffiliated (any such corporation being included within the meaning of the term “successor corporation”), or agreement to so consolidate, merge or convey assets, require the successor corporation to assume, by written instrument delivered to the Holder, the obligation to issue and deliver to such Holder such shares of stock, securities or property as, in accordance with the provisions of paragraph 5(b), the Holder shall be entitled to purchase or receive.

                 (b)     In the case of any capital reorganization or reclassification of the Common Stock of the Corporation (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) during the Exercise Period or in case, during the Exercise Period, the Corporation (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, the Holder, upon exercise, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the Common Stock of the Corporation (or such other corporation), the proportionate share of all stock, securities or other property issued, paid or delivered for or on all of the Common Stock of the Corporation (or such other corporation) as is allocable to the shares of Common Stock then called for by this Warrant as if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in paragraph 4 of this Warrant.

          6.     Notice of Adjustment.  On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall immediately give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

          7.     Dissolution, Liquidation.  In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with a reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed, the Corporation shall give at least thirty days prior written notice to the Holder.  Such notice shall contain:  (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (d) an estimate of the fair value of the distributions.  On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

          8.     Rights of Holder.  The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders.  This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation.  No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until,









and except to the extent that, this Warrant is exercised.  Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above.  Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

          9.     Exchange for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

          10.    Substitution.  Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor. 

          11.    Restrictions on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Securities Act or any other securities laws (the “Acts”).  Neither this Warrant nor the shares of Common Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration statement for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Acts.  If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion.  Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.  If the Corporation files a registration statement with the Securities and Exchange Commission, the Holder will have piggyback registration rights as to the shares of Common Stock underlying this Warrant.

          12.    Transfer.  Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed. 

          13.     Recognition of Holder.  Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant.  All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation. 









          14.    Payment of Taxes.  The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant. 

          15.    Headings.  The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant. 

          16.    Miscellaneous.  This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder.  This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation.  Under no circumstances may this Warrant be assigned by the Holder.

          17.    Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its principles governing conflicts of law.

PUKKA USA, INC.

  

By: /s/ Paul Ressler                                    

Paul Ressler, President
892 North 340 East
American Fork, Utah 84003





















PUKKA USA, INC.
Form of Transfer


(To be executed by the Holder to transfer the Warrant)


For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below :

Names of
Assignee

Address

Taxpayer ID No.

Number of shares
subject to transferred
Warrant

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  



The undersigned registered holder further irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the Corporation. 





Date:______________________________    ___________________________________
                                                                        Signature














PUKKA USA, INC.
Exercise Form

(To be executed by the Holder to purchase
Common Stock pursuant to the Warrant)


The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, 1,200,000 shares of Common Stock of Pukka USA, Inc.

The undersigned herewith tenders payment for those shares and encloses a certified check, official bank check or has wired payment of $1,200   .

The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if such number of shares is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.





Date: July 19, 2006                                          /s/ Jamie R. Hildago                                                  
                                                                        Signature

























July 6, 2006


Sunrise U.S.A. Incorporated
3203 E. Ovid Ave.
Des Moines, IA 50317
Attention:  Chief Executive Officer

Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003 
Attention:  Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to that certain Share Exchange Agreement, dated June 7, 2006, by and among Pukka USA, Inc., a Utah corporation (“Pukka”), Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), Paul Ressler and Leonard DuCharme, and the other individual shareholders of Pukka listed on signatories thereto (the “Share Exchange Agreement”).

In connection with the Share Exchange Agreement, the undersigned hereby surrenders all of its rights to receive shares of Pukka common stock, par value $.001 per share and consents to the receive shares of Sunrise common stock, par value $.0001 per share in lieu thereof.

Sincerely,

MNDD Communications Ltd.

By: /s/ Jamie R. Hildago                        
Jamie R. Hildago, President













Exhibit 10.15


INVESTOR RELATIONS PROGRAM AGREEMENT



April 3, 2006

Mr. Paul Ressler, President
Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003

Dear Mr. Ressler,

This letter agreement is between Pukka USA, Inc. (the “Company") and Topaz Analytics, Ltd ("Topaz") and, in that regard, the parties agree as follows:

1.     Term. This letter agreement will commence on April 3, 2006, and expire on March 31, 2007.

2.     IR Fees. The Company will pay Topaz warrants to purchase 1,200,000 shares of its common stock, exercisable at $.001 per share for implementation of its Investor Relations ("IR") Program. The Company agrees to include the foregoing shares in the next registration statement filed by the Company with the Securities and Exchange Commission.

3.     IR Services. Topaz, in consideration of the above fee, will perform the following services for the Company; however, such services will be subject to the Company's written or oral approval:

        A.     Arrange an initial visit between the Topaz's team and Management to discuss the Company, Topaz's IR Program, investor relation goals and objectives, and themes to be stressed in the implementation of the program.

        B.     Prepare a Corporate Fact Sheet, a document that encapsulates the Company's information and its most recent financial results. The Corporate Fact Sheet will be sent to targeted investment professionals and will be followed up with phone calls as an initial screening tool to determine the recipients' interest in meeting with the Company. All responses will be entered into Topaz's database in order that Company information can be furnished to them in the future.

        C.     Compile an "IR Kit", including the Corporate Fact Sheet, case studies, media backgrounders, press releases, press clippings, existing annual report and/or brochure, recent SEC documents and other materials regarding the Company.









        D.     Upon completion of the foregoing, review and critique Management's intended presentations to the financial and media community.

        E.     Arrange periodic meetings with interested buy-side and sell-side analysts, retail brokers, fund managers and investment advisors, including telephone follow-ups.

        F.     Prepare and disseminate press release materials to the financial community and media to ensure full and timely disclosure, including telemarketing releases to investment and media professionals.

        G.     Prior to press release issuance, the release must be approved by the Company's authorized investor relations contact to ensure authorization of release. It is the Company's responsibility to obtain all necessary clearances and approvals (including legal) prior to issuance of all releases.

        H.     Establish lines of communication with NASDAQ market makers, informing them of recent Company developments.

        I.     Coordinate conference calls between Management and key investment professionals after earnings or other releases that require explanation. Prior to those calls, Topaz will consult with Management and prepare an outline covering the subjects to be discussed and/or questions that might arise. Topaz recommends that members of the media be excluded from participating in the conference call.

        J.     Administer all telephone and/or written financial inquiries regarding the Company. Topaz will supply inquirers with a Company-approved Due Diligence Kit.

        K.     Review the Company's present web site and make recommendations for its improvement and/or reconstruction; design the Investor Relations portion.

        L.     Build and maintain an Investor Database for the Company, which will include interested brokers, retail shareholders, members of the media and other interested parties. The Investor Database will receive all press announcements issued by the Company, articles written about the Company, and any other items Topaz and the Company deem appropriate.

        M.     Maintain a fax and conference call list. Participants will be faxed announcements the day they are issued and polled regularly to join quarterly investment conference calls.

        N.     Regularly inspect the Company descriptions and coverage to assure accuracy in Electronic Bulletins, Bloomberg and Dow Jones.

        O.     Compose or reconfigure an informational slide presentation that Management can use for road shows and investor meetings. This presentation can be printed and included in the Company's Due Diligence Kit.









4.     Company Prior Approval of Material. In disseminating Company information and/or materials, Topaz will rely upon the Company's assurances that such information is complete and accurate and, prior to dissemination of such information and/or materials, will submit same to the Company for approval.

5.     Compliance with Applicable Laws. In performing the activities described in this letter agreement, Topaz's and the Company's actions will comply with all SEC and applicable State laws, rules and regulations.

6.     Indemnification. The Company will indemnify and defend Topaz against all claims, proceedings, suits or other matters that might be asserted against Topaz's activities by reason of this letter agreement and the Company will pay Topaz' reasonable attorneys' fees and expenses in connection with such matters; however, the Company's indemnification of Topaz is conditioned upon the following:

        A.     Topaz must act within the scope of this letter agreement;

        B.     Topaz must act in accordance with the Company instructions;

        C.     Topaz is not negligent;

        D.     Topaz must submit information and materials to the Company for approval prior to dissemination.

7.     Confidential Information. Topaz acknowledges that it will gain knowledge of information of substantial value to the Company regarding the Company's business which is not generally known and which gives the Company an advantage over competitors who do not know, or use, such information, including, but not limited to, know-how, trade secrets, techniques, designs, sales and customer information, and business and financial information relating to the business, products, services, practices or techniques of the Company's plans for future products or developments ("Confidential Information"). Topaz agrees to, at all times, regard and preserve as confidential such Confidential Information, and to refrain from publishing or disclosing any part of it by using, copying or duplicating it in any way or by any means, whatsoever. Topaz further agrees that such Confidential Information will not be disclosed by it to any person or entity without the prior written consent of the Company. Finally, Topaz agrees to refrain at all times from any other act or omission that would reduce the value of the Confidential Information to the Company.

8.     Notices. All notices, requests, demands or other communications required or authorized or contemplated to be given by this Agreement shall be in writing and shall be deemed to have been duly given if hand delivered, sent by commercial overnight courier or sent by certified or registered mail. A facsimile transmission, when received, shall be considered delivery of written notice.









9.     Expenses. Each party hereto shall be responsible for its own expenses.

10.    Governing Law. This letter agreement will be governed by the laws of the State of Utah applicable to contracts made and to be performed in that State.

11.    Entire agreement; no amendment except in writing. The provisions of this letter agreement set forth the entire binding agreement between the parties and supersede all prior written and oral communications, discussions, and negotiations between the parties concerning the proposed transaction. The terms of this letter agreement may be amended only in writing and when signed by both parties.

If the foregoing correctly states our understanding, please execute the enclosed copies of this letter in the spaces provided below and return a duplicate to the undersigned. We look forward to working with Pukka USA, Inc. and to a long and mutually successful relationship.

Very truly yours,


TOPAZ ANALYTICS, LTD

By: /s/ Warren B. Hutchinson                                  

Title: President
Date: April 3, 2006


Agreed to and approved:

PUKKA USA, INC.


By: /s/ Paul Ressler                                                  

Title: President
Date: April 3, 2006
















NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”).  NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

PUKKA USA, INC
WARRANT AGREEMENT

Issue Date:  April 10, 2006

          1.     Basic Terms.  This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”), is the owner of a warrant of Pukka USA, Inc., a Utah corporation having its principal place of business at 892 North 340 East, American Fork, Utah 84003 ( the "Corporation"), subject to adjustments as provided herein, to purchase one million two hundred thousand (1,200,000) shares of the Common Stock, $.001 par value (the “Common Stock”), of the Corporation from the Corporation at the price per share shown below (the “Exercise Price”).

Holder:

Topaz Analytics Ltd.

Exercise Price per share: 

$0.001

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.

          2.     Corporation’s Representations/Covenants.  The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant.  The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.









          3.     Method of Exercise; Fractional Shares.  This Warrant is exercisable at the option of the Holder, in increments of 5,000 shares only, at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) on June 30, 2007.  To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant for the Warrant Shares specified in the executed exercise form.  The principal office of the Corporation is located at the address specified on the signature page of this Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder.  Payment shall be made by check payable to the order of the Corporation or by wire transfer.  This Warrant is not exercisable with respect to a fraction of a share of Common Stock.  In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. 

          4.     Protection Against Dilution.  The number of shares of Common Stock purchasable under this Warrant, and the Exercise Price, shall be adjusted as set forth as follows.  If at any time or from time to time after the date of this Warrant, the Corporation: 

(i) takes a record of the holders of its outstanding shares of Common Stock for the purposes of entitling them to receive a dividend payable in, or other distribution of, Common Stock; or 
  
(ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock; or
  
(iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock;

then, and in each such case, the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction (A) the numerator of which is the total number of outstanding shares of Common Stock immediately prior to such event and (B) the denominator of which is the total number of outstanding shares of Common Stock immediately after such event. 

          Upon each adjustment in the Exercise Price under this Warrant such number of shares of Common Stock purchasable under this Warrant shall be adjusted by multiplying the number of shares of Common Stock by a fraction, the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment.









          5.     Adjustment for Reorganization, Consolidation, Merger, Etc. 

                 (a)     During the Exercise Period, the Corporation shall, prior to consummation of a consolidation with or merger into another corporation, or conveyance of all or substantially all of its assets to any other corporation or corporations, whether affiliated or unaffiliated (any such corporation being included within the meaning of the term “successor corporation”), or agreement to so consolidate, merge or convey assets, require the successor corporation to assume, by written instrument delivered to the Holder, the obligation to issue and deliver to such Holder such shares of stock, securities or property as, in accordance with the provisions of paragraph 5(b), the Holder shall be entitled to purchase or receive.

                 (b)     In the case of any capital reorganization or reclassification of the Common Stock of the Corporation (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) during the Exercise Period or in case, during the Exercise Period, the Corporation (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all its assets to another corporation, the Holder, upon exercise, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the Common Stock of the Corporation (or such other corporation), the proportionate share of all stock, securities or other property issued, paid or delivered for or on all of the Common Stock of the Corporation (or such other corporation) as is allocable to the shares of Common Stock then called for by this Warrant as if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in paragraph 4 of this Warrant.

          6.     Notice of Adjustment.  On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall immediately give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

          7.     Dissolution, Liquidation.  In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with a reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed, the Corporation shall give at least thirty days prior written notice to the Holder.  Such notice shall contain:  (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (d) an estimate of the fair value of the distributions.  On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

          8.     Rights of Holder.  The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders.  This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation.  No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until,









and except to the extent that, this Warrant is exercised.  Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above.  Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

          9.     Exchange for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

          10.    Substitution.  Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor. 

          11.    Restrictions on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Securities Act or any other securities laws (the “Acts”).  Neither this Warrant nor the shares of Common Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration statement for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Acts.  If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion.  Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.  If the Corporation files a registration statement with the Securities and Exchange Commission, the Holder will have piggyback registration rights as to the shares of Common Stock underlying this Warrant.

          12.    Transfer.  Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed. 

          13.     Recognition of Holder.  Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant.  All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation. 









          14.    Payment of Taxes.  The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant. 

          15.    Headings.  The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant. 

          16.    Miscellaneous.  This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder.  This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation.  Under no circumstances may this Warrant be assigned by the Holder.

          17.    Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its principles governing conflicts of law.

PUKKA USA, INC.

  

By: /s/ Paul Ressler                                       

Paul Ressler, President
892 North 340 East
American Fork, Utah 84003






















PUKKA USA, INC.
Form of Transfer


(To be executed by the Holder to transfer the Warrant)


For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below :

Names of
Assignee

Address

Taxpayer ID No.

Number of shares
subject to transferred
Warrant

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  



The undersigned registered holder further irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the Corporation. 





Date:______________________________    ___________________________________
                                                                        Signature

















PUKKA USA, INC.
Exercise Form

(To be executed by the Holder to purchase
Common Stock pursuant to the Warrant)


The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, 1,200,000 shares of Common Stock of Pukka USA, Inc.

The undersigned herewith tenders payment for those shares and encloses a certified check, official bank check or has wired payment of $1,200   .

The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if such number of shares is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.




Date: July 19, 2006                                          /s/ Warren B. Hutchinson                                       
                                                                        Signature






















July 6, 2006


Sunrise U.S.A. Incorporated
3203 E. Ovid Ave.
Des Moines, IA 50317
Attention:  Chief Executive Officer

Pukka USA, Inc.
892 North 340 East
American Fork, Utah 84003 
Attention:  Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to that certain Share Exchange Agreement, dated June 7, 2006, by and among Pukka USA, Inc., a Utah corporation (“Pukka”), Sunrise U.S.A. Incorporated, a Nevada corporation (“Sunrise”), Paul Ressler and Leonard DuCharme, and the other individual shareholders of Pukka listed on signatories thereto (the “Share Exchange Agreement”).

In connection with the Share Exchange Agreement, the undersigned hereby surrenders all of its rights to receive shares of Pukka common stock, par value $.001 per share and consents to the receive shares of Sunrise common stock, par value $.0001 per share in lieu thereof.

Sincerely,

Topaz Analytics Ltd.

By: /s/ Warren B. Hutchinson                       
Warren B. Hutchinson, President















Exhibit 10.16


PRODUCT PURCHASE AGREEMENT

          This PRODUCT PURCHASE AGREEMENT (this “Agreement”), dated and effective as of the Effective Date defined below, is entered into by and between SUMOWORKS, LIMITED (“Sumo”) with an address of Unit 1806, 18/F., Lippo House, Causeway Bay Plaza 2, 463-483 Lockhart Road, Causeway Bay, Hong Kong, and LUND INSTRUMENT ENGINEERING, INC. doing business as PowerStream Technology (“PowerStream”) with an address of 140 S. Mountain Way Drive, Orem, Utah 84058.

RECITALS

          A.          Sumo is engaged in the business of designing, developing, marketing and selling electric motor powered minibikes and other products and desires to use the Licensed Product in its electric minibike products.

          B.          PowerStream has developed and has proprietary rights associated with the Licensed Product (defined below).

          C.          Sumo desires to purchase and PowerStream desires to sell the Licensed Product.

AGREEMENT

          NOW, THEREFORE, Sumo and PowerStream, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, agree as follows:

1.       DEFINITIONS

          1.1.       “Affiliate” means, as to a Party, any corporation or other entity which, directly or indirectly, through one or more intermediaries, controls (i.e., possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise), is controlled by, or is under common control with such Party.

          1.2.       “Agreement” means this Product Purchase Agreement.

          1.3.        “Confidential Information” means information, materials, or work products that are considered to be proprietary and confidential, including without limitation, “know-how,” trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of production and distribution, technical processes, designs and design projects, and inventions and research projects of a Party. All information disclosed or otherwise made available to a Party by the other Party, as well as all information, work product, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, created by a Party for the other Party, shall be deemed to be Confidential Information.

          1.4.        “Effective Date” means September 24, 2002.

          1.5.        “Intellectual Property Rights” means rights or interests in and to any and all trademarks, trade names, service marks, patents, copyrights (including any registrations, applications, licenses or rights relating to any of the foregoing), technology, trade secrets, inventions, know-how, names, logos, artwork, designs, discoveries, computer programs, software products and related source code and documentation, processes, and all other intangible assets, properties and rights.










          1.6.        “Licensed Product” means a PWM controller with design considerations described in Schedule A.

          1.7.        “Party” means Sumo or PowerStream.

          1.8.        “Regulatory Authorities” means any local, state, or federal governmental agency or institution having jurisdiction over a Party.

          1.9.        “Third Party” means any entity that is not a Party.

2.       PURCHASE OF LICENSED PRODUCT

          2.1.        Purchase of Licensed Product. Subject to the terms and conditions of this Agreement, PowerStream hereby agrees to sell to Sumo the Licensed Product for a price of no more than six dollars ($6.00) per unit delivered to the assembly facility designated by Sumo.

          2.2.        Affiliates. Sumo may extend its rights herein to any Affiliate if the Affiliate consents to be bound by this Agreement to the same extent as Sumo.

3.       DEVELOPMENT ROYALTY

          3.1.        Development Royalty. Sumo shall pay to PowerStream a royalty of seventy-five cents per unit that contains the Licensed Product for which Sumo has collected payment for during a given calendar quarter.

4.       MANUFACTURING OF THE LICENSED PRODUCT

          4.1.        Manufacturing. To the extent of its capacity, PowerStream agrees to provide the Licensed Product according the design specifications indicated in Schedule A, and any specifications received from Sumo from time to time, and to maintain a defective rate of less than one percent (1%). If the defective rate exceeds one percent, PowerStream shall promptly make any corrections to the manufacturing of the Licensed Product. If Sumo requires more units of the Licensed Product than PowerStream is able to produce in a reasonable timeframe, Sumo shall have the right to have additional Licensed Product manufactured at a another facility of its choosing as long as it abides by the terms of confidentiality set forth in Section 9 below.

          4.2.        Inspection of Manufacturing Facility. Sumo shall have the right prior to and at any time, with or without advanced notice, during the term of this Agreement to inspect all manufacturing facilities where the Licensed Product is manufactured for the purpose of determining production capacity, quality and other compliance to the terms set forth in this Agreement.

5.       PAYMENTS AND TAXES

          5.1.        Payment for the Licensed Product. Payment for the Licensed Product will be made to PowerStream within 30 days of the latter of the date a shipment of the License Product arrives at the assembly facility designated by Sumo or the date of invoice for that shipment.

          5.2.        Payment of the Royalty. Payment for the royalty of Section 3.1 above will be made to PowerStream within 30 days of the end of each calendar quarter. For purposes of this agreement, a calendar quarter shall end on the last day of March, June, September, and December.

          5.3.        Taxes, Assessments or Other Chargers. Payment hereunder shall be made without deductions of taxes, assessments or other chargers of any kind which may be imposed by the Government of the United States of America or any political subdivision thereof with respect to any amounts due to PowerStream pursuant to this Agreement, and such taxes, assessments or other charges shall be paid by PowerStream.









6.       TERM AND TERMINATION

          6.1.        Term. This Agreement shall become effective on the Effective Date and shall, unless earlier terminated pursuant to Sections 6.2, 6.3, 6.4 and 6.5 below, continue for three (3) years from the Effective Date (the “Term”).

          6.2.        Termination Due to Breach. In the event of a breach of this Agreement by one Party hereto, and if such breach is not cured within thirty (30) days after written notice complaining thereof is received by such Party, the other Party may terminate this Agreement forthwith by written notice to that effect to such Party.

          6.3.        Termination Due to Bankruptcy or Insolvency of the Other Party. Each Party shall also have the right to terminate this Agreement forthwith by giving written notice of termination to the other Party at any time, upon or after:

                        6.3.1.        the filing of the other Party of a petition in bankruptcy or insolvency; or

                        6.3.2.        any adjudication that the other Party is bankrupt or insolvent; or

                        6.3.3.        the filing by the other Party of any legal action or document seeking reorganization, readjustment or arrangement of the other Party’s business under any law relating to bankruptcy or insolvency; or

                        6.3.4.        the appointment of a receiver for all or substantially all of the property of the other Party; or

                        6.3.5.        the making by the other Party of any assignment for the benefit of creditors; or

                        6.3.6.        the institution of any proceedings for the liquidation or winding up of the other Party’s business or for the termination of its corporate charter; or

                        6.3.7.        the assignment to a Third Party of all or substantially all of the assets of the other Party.

          6.4.       Termination Due to Intellectual Property Infringement. If it is proven that the manufacture, development, or intellectual property related to the Licensed Product (regardless of use) infringes a patent or other intellectual property of a Third Party, Sumo shall be entitled to terminate this Agreement by giving written notice of such termination to PowerStream.

          6.5.        Termination Due to Manufacturing Defects. If Sumo experiences a return rate of more than the rate indicated in Section 4.1 above, due to manufacturing or design defects of the Licensed Product, then Sumo will give PowerStream written notice of the number of such defects and PowerStream will have 30 days to correct such defects. If PowerStream is unable to correct such defects, Sumo shall, at its option, be entitled to terminate this Agreement by giving written notice of such termination to PowerStream.

7.       INDEMNIFICATION

          7.1.        PowerStream’s Indemnification. PowerStream shall indemnify and hold harmless Sumo (and any of its affiliates, subsidiaries, officers, directors, employees or agents) from any claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorney’s fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which result from or are in connection with:









                        7.1.1.        a breach of any of the provisions, representations or warranties, undertaken by PowerStream in this Agreement;

                        7.1.2.        any infringement of a Third Party’s intellectual property rights as a result of the manufacturing or use of the Licensed Product;

                        7.1.3.        any federal, state or foreign civil or criminal actions relating to the design, development, manufacturing or use of the Licensed Product.

          7.2.        Written Notice and Defense of Claim. PowerStream and Sumo shall give prompt written notice to the other Party of any indemnified claim under this Section 7.1.

          7.3.        Sumo’s Product Liability Insurance. Sumo shall, at its own expense, obtain a comprehensive policy of general liability insurance from a recognized insurance company. Such policy of insurance shall be in an amount deemed sufficient by Sumo and shall provide for adequate protection against any suits, claims, loss or damage.

8.       THIRD PARTY INFRINGEMENT CLAIMS

          8.1.        Defense of Third Party Intellectual Property Claims. If either Party receives notice that a claim is made or brought by a Third Party that the manufacturing, development, use, Marketing Materials, sale or intellectual property related to the Licensed Product (regardless of use) infringes a patent or other intellectual property of such Third Party, the Party who receives notice will give the other Party prompt written notice of such claim. PowerStream shall have the sole discretion and right to seek to dispose of said claim or to conduct the defense of any suit resulting from such claim. Sumo at its option and expense may participate in any suit resulting from such claim that may directly affect its rights in and to the Licensed Product or its Confidential Information.

          8.2.        Mutual Decisions. From the Effective Date and using their good faith efforts, Sumo and PowerStream shall discuss any claim or suit, made or brought by a Third Party for infringement of patent rights or other intellectual property rights that such Third Party's patent or rights are infringed by the manufacture, development, use, marketing or sale of the License Product.  Specifically, Sumo and PowerStream shall mutually try to agree on:

                        8.2.1.        the strategy for such suit or claim, e.g. whether to negotiate a settlement, sue or withdraw from the country in which infringement is claimed;

                        8.2.2.        the basis to be determined for sharing the costs of litigation, damages awarded, and royalty, if any, to be paid to the Third Party;

                        8.2.3.        which Party should conduct the defense or if both Sumo and PowerStream should jointly defend; and

                        8.2.4.        the consequences of such decisions, such as amendment to this Agreement with regard to royalties due to PowerStream or termination of this Agreement.

9.       CONFIDENTIALITY

          9.1.        Retain Information in Confidence. Each Party shall use good faith efforts to retain in confidence and not disclose to any Third Party each other's Confidential Information disclosed pursuant to the terms of this License. Such good faith efforts shall mean the same degree of care, but no less than a reasonable degree of care, as the receiving Party uses to protect its own confidential









information of a like nature. Sumo and PowerStream shall use the same good faith efforts with respect to the products and technology already in its possession.

          9.2.        Exceptions to Confidentiality. Excepted from the obligation of confidence under Section 9.1 is that information which is available, or becomes available, to the general public without fault of the receiving Party; or is obtained by the receiving Party without an obligation of confidence from a Third Party (other than a governmental agency or Regulatory Authority) who is rightfully in possession of such information and is under no obligation of confidentiality to the disclosing Party concerning such information; or is required by law or by court order to be disclosed by the receiving Party in which case the receiving Party will use good faith efforts to limit such disclosure to that required by law and to maintain the confidentiality of the disclosed information to the extent possible; or must be necessarily disclosed to Regulatory Authorities by either Party; or is released from confidentiality in writing by the disclosing Party. For the purpose of Section 9.1, a specific item of Confidential Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by more general information in the public domain, or in the possession of the receiving Party. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving Party.

          9.3.        Notice of Compelled Disclosure. Notwithstanding the provisions of Section 9.1, if the receiving Party becomes legally compelled to disclose any of the disclosing Party's Confidential Information, the receiving Party shall promptly advise the disclosing Party of such required disclosure in order that the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the Confidential Information which is legally required to disclose. Such a disclosure shall not release the receiving Party with respect to the Confidential Information so disclosed except to the extent of permitting the required disclosure.

          9.4.        Disclosure to Affiliates and Contractors. Sumo may disclose Confidential Information to its Affiliates, sublicensees, consultants and, when permitted herein, its contractors (parties under contract with Sumo or its Affiliates for the custom manufacturing or shipping of the Licensed Product) as may be necessary to exercise the rights granted hereunder under conditions of confidentiality at least as stringent as those set out in Section 9.1, 9.2 and 9.3.

          9.5.        Return of Documents. In the event of termination of this Agreement prior to its normal expiration, Sumo and PowerStream will cease their use of the other Party's Confidential Information provided hereunder and, on request, within sixty (60) days either return all such Confidential Information, including any copies thereof, or will promptly destroy the same and certify such destruction to the disclosing Party; except that such Confidential Information that is or has become no longer subject to confidentiality under Section 9.2 need not be returned or destroyed. Notwithstanding the foregoing, Both parties may retain such copies of documents as may be necessary for the defense of product liability or other litigation or similar proceedings relating to Licensed Product, and both Parties may retain one copy thereof in its legal department as a record of what was transmitted.

          9.6.        Recognition of Proprietary Technology. Sumo’s understanding is that the design of the Licensed Product is proprietary technology developed by PowerStream and further agrees that it will not reproduce, re-sell, manufacture, reverse engineer, or exploit the circuit design, except under the conditions set forth in Section 4.1 above and then only with express written consent from PowerStream.

          9.7.        Survival of Confidentiality. Termination of this Agreement for any reason shall not relieve the Parties of their obligations under Section 9. The provisions of Section 9 shall survive termination of this Agreement for ten (10) years.









10.     MISCELLANEOUS

          10.1.        Intellectual Property Rights Disclaimer. SUMO MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE SCOPE OR VALIDITY OF THE INTELLECTUAL PROPERTY RIGHTS. SUMO DOES NOT WARRANT THAT THE DESIGN, DEVELOPMENT, ADVERTISING, MARKETING OR SALE OF THE LICENSED PRODUCT OR THE USE OF THE INTELLECTUAL PROPERTY RIGHTS WILL NOT INFRINGE UPON PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. ANY WARRANTY THAT MAY BE PROVIDED IN ANY APPLICABLE PROVISION OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER COMPARABLE LAW OR STATUTE IS EXPRESSLY DISCLAIMED. POWERSTREAM HEREBY ASSUMES THE RISK OF INFRINGEMENT.

          10.2.        Governing Law. The construction and performance of this Agreement shall be governed by and shall be subject to the laws of Utah.

          10.3.        Dispute Resolutions. The Parties hereto shall use their best efforts to resolve by mutual agreement any disputes, controversies or differences which may arise from, under, out of or in connection with this Agreement. If any such disputes, controversies or differences cannot be settled between the Parties hereto, they shall be finally settled by arbitration in accordance with the rules and standards of the American Arbitration Association and by three (3) arbitrators appointed in accordance with the said. The award rendered by the arbitrators shall be final and binding upon the Parties hereto. Judgment upon the award may be entered into any court having jurisdiction thereof.

          10.4.        Waiver. Any failure of either Party to enforce, at any time or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce such provisions.

          10.5.        Severability. If any term, clause or provision of this Agreement shall be judged by the competent authority to be invalid, the validity of any other term, clause or provision shall not be affected; and such invalid term, clause or provision shall be deemed deleted from this Agreement.

          10.6.        Notice. All notices required or permitted to be given hereunder shall be sent in writing by certified or registered airmail, or facsimile (with a confirmation letter thereof) to the address specified below or to such changed address as may have been previously specified in writing by the addressed Party:

If to Sumo:

SUMOWORKS, LIMITED
Attention: President
Unit 1806, 18/F, Lippo House, Causeway Bay Plaza 2
463-483 Lockhart Road
Causeway Bay, Hong Kong

If to PowerStream:

POWERSTREAM
Attention: President
140 S. Mountain Way Drive
Orem, Utah 84058

Unless otherwise proven, each such notice given by either Party hereto shall be deemed to have been received by the other Party on the sixth (6th) day following the mailing date or on the second (2nd) day following the facsimile date.









          IN WITNESS WHEREOF, each of the Parties hereto has executed this Product Purchase Agreement as of the Effective Date.

SUMOWORKS, LIMITED

By: /s/ Paul R. Ressler
Name: Paul R. Ressler
Its: ________________________________

LUND INSTRUMENT ENGINEERING, INC.

By: /s/ Mark W. Lund
Name: Mark W. Lund
Its: CEO



Schedule A
PWM Controller Design Specifications


1.       Functional Criteria

a.        Full range (0-100%) duty cycle control

b.       Soft-start acceleration

c.        Power gate on brake sensing

d.       Latched power gate on fault detect

e.        Latched power gate on low battery voltage

f.         Accessory output

g.       Parental speed control switch (50% duty cycle)

h.       FET twist grip throttle control

2.        Project Criteria

a.        Minimized cost (PowerStream will disclose all costs associated with the
           development and manufacture of the controller)

b.       Compact size

c.        Minimum complexity while providing above functionality



















Exhibit 10.17


MANUFACTURING REPRESENTATIVE AGREEMENT

          THIS AGREEMENT, whose effective date is the 1st day of February, 2005, by and between PUKKA USA, LLC, (hereinafter referred to as “PUKKA”), a corporation organized and existing under the laws of the State of Utah, having an office at 395 South 640 West, Pleasant Grove, Utah 84062, and Don Green Sales, (hereinafter referred to as “REPRESENTATIVE”), a corporation, organized and existing under the laws of the State of (State agency is located in), having offices at:

          Don Green Sales, 1617 St. Marks Plaza, Suite B, Stockton, CA 95207

          In consideration of the mutual covenants and agreements he4reinafter set forth, the parties agree as follows:


ARTICLE I.     APPOINTMENT OF REPRESENTATIVE.

          Subject to the terms and conditions of this Agreement, PUKKA hereby grants to REPRESENTATIVE, and REPRESENTATIVE hereby accepts, the right to solicit from the customers specified in Exhibit A attached herein (called the “Customers”), orders for the sale by PUKKA of its products specified in Exhibit B attached hereto (herein called the “Products”).


ARTICLE II.     COMMISSIONS.

          Section A. Subject to Section B below and the provisions of Articles X and XII hereof, PUKKA shall pay REPRESENTATIVE a four percent (4%) commission on the net sales price of Products supplied by PUKKA for all such Products ordered from PUKKA under this Agreement and shipped after the effective date of this Agreement shipped to the customers, territory or vertical market listed in Exhibit A titled CUSTOMERS.

          Section B. Notwithstanding Section “A” of this Article II, if any Products sold by PUKKA under orders solicited by REPRESENTATIVE hereunder are shipped by PUKKA to Customers not included on Exhibit A, if any person (including an employee of PUKKA) other than REPRESENTATIVE is instrumental in soliciting, and/or obtaining an order for Products may divide, allocate and/or reduce the total commission payable in respect thereof to REPRESENTATIVE in such a manner as PUKKA in its sole and exclusive discretion deems fair and equitable, and PUKKA’s decision in such a case shall be binding on all parties interested therein. If PUKKA shall adopt any policy for the division, allocation, and/or reduction of commission in such cases, PUKKA shall advise REPRESENTATIVE thereof. PUKKA’s rights hereunder are in addition to the rights granted under Article XII hereof.

          Section C. The commission payable hereunder shall constitute full and complete compensation for REPRESENTATIVE’s services hereunder and for all expenses incurred by REPRESENTATIVE in rendering such services, including office expenses, telephone, telegrams, postage, traveling expenses, salesmen’s salaries, and all other similar or different costs, all of which expenses shall be borne by REPRESENTATIVE.

          Section D. As used herein, the term “net sales price” of any Products shall mean the gross invoice price for such Product, less all discounts (including cash discounts), allowances and adjustments (including credit memos), charges for transportation and packaging, sales and any other applicable taxes with respect to the sale of such Products.


ARTICLE III.     NON-COMMISSIONS.

          Section A. No commission shall be payable to REPRESENTATIVE hereunder on any sales to any person, firm or corporation in whose business REPRESENTATIVE shall have either a direct or indirect interest.

          Section B. REPRESENTATIVE shall not pay any part of any commissions payable to REPRESENTATIVE hereunder to any purchaser of Products or to any agent, representative or other intermediary acting for, in behalf of or subject to the direct or indirect control of any purchaser of Products.

          Section C. REPRESENTATIVE hereby represents that no purchaser of Products has or shall have any interest, financial or otherwise, in REPRESENTATIVE’s business and that if any purchaser of Products secures such an interest, REPRESENTATIVE shall promptly so notify PUKKA in writing.










ARTICLE IV.     PAYMENT OF COMMISSIONS.

          Section A. Payment of commissions hereunder shall accrue only after shipment has been made with respect to which such commissions are payable.

          Section B. PUKKA shall deliver to REPRESENTATIVE in reasonable detail, a written computation of the commission accruing to REPRESENTATIVE during each calendar month, based on the net amount of invoices rendered during that month. PUKKA shall pay REPRESENTATIVE by the 15th of the next month the commissions for sales for which PUKKA has received payment from the purchaser of Products.

          Section C. If PUKKA considers any invoice rendered with respect to the sale of any Product to be uncollectible in whole or in par or if PUKKA makes any refund, rebate or allowances to any purchaser of any Products for any reason, any commissions paid to REPRESENTATIVE that have been computed on the portion of the net sales price of such Product represented by the portion of such invoice so considered to be uncollectible or by the amount of such refund, rebate or allowance shall be repaid by REPRESENTATIVE to PUKKA promptly upon demand, or at PUKKA’s option, may be credited against commissions or any other obligations due or to become due to REPRESENTATIVE from PUKKA.


ARTICLE V.     TERMS OF SALE ORDERS.

          Section A. All orders solicited by REPRESENTATIVE shall be subject to acceptance by PUKKA and any order may be rejected by PUKKA for any reason whatsoever. REPRESENTATIVE shall solicit orders only upon such terms and conditions as are consistent with this Agreement and are in accordance with such terms and conditions of sale for the Products as PUKKA may from time to time adopt.

          Section B. The purchase price for Products sold under order solicited by REPRESENTATIVE shall be PUKKA’s standard prices in effect at the time of delivery of such Products.

          Section C. PUKKA shall advise REPRESENTATIVE in writing of such standard prices and other standard terms and conditions of sale as may be put into effect by PUKKA from time to time. PUKKA shall have the right to change its prices and terms and conditions of sale for the Products from time to time without notice to REPRESENTATIVE or purchasers, advising the REPRESENTATIVE at the earliest possible date.


ARTICLE VI.     PUKKA ASSISTANCE TO REPRESENTATIVE.

          PUKKA shall assist the sales effort of REPRESENTATIVE by such means, including advertising, as seems advisable to PUKKA and by furnishing such literature, catalogs, quotations and order forms, stationary, and envelopes as PUKKA may have available for such purpose.


ARTICLE VII.     REPRESENTATIVE’S SERVICES.

          Section A. REPRESENTATIVE shall use its best efforts to obtain orders for, and to promote the sale of as large a quantity as possible of the Products in the Territory.

          Section B. REPRESENTATIVE’s methods of soliciting orders for promoting the sale of the Products and providing customary service to customers and shall, in any event, be in accordance with such policies as PUKKA may from time to time establish and communicate to REPRESENTATIVE.

          Section C. Without limiting the generality of the foregoing, REPRESENTATIVE shall:
  1. Distribute to the best advantage such literature and advertising matter as may be supplied from time to time by PUKKA.
  2. Solicit personally prospective purchasers who may be induced to specify or adopt and use the Products.
  3. Follow-up all inquiries and report progress regularly on all inquiries and prospects in the Territory.
  4. Furnish PUKKA when requested, with credit data and information on the financial status of prospective purchasers.
  5. Furnish PUKKA with copies of all quotations, correspondence, engineering and other recommendations, at the time they are made.
  6. Report promptly all inquiries from outside the Territory.
  7. Provide Forecast Information as required by PUKKA.
  8. Not handle other product lines that are considered competitive by PUKKA.









ARTICLE VIII.     REPRESENTATIVE’S RELATION TO PUKKA.

          Section A. Neither the REPRESENTATIVE nor any person employed by REPRESENTATIVE is an employee or agent of PUKKA, and neither the REPRESENTATIVE nor any such person shall be deemed to be in any way, directly, or indirectly expressly or by implication, employed by an agent of PUKKA without limiting the generality of the foregoing.
  1. Neither the REPRESENTATIVE nor any such person shall be deemed to be employed by PUKKA for the purposes of any tax or contribution levied by the Federal Social Security Act or by any state law or laws covering any of the subjects included in the Federal Social Security Act and REPRESENTATIVE accepts exclusive liability for any payroll taxes or contributions imposed by any such law or laws with respect to REPRESENTATIVE and all such persons.
  2. REPRESENTATIVE is not authorized or empowered to act as an agent for PUKKA for any purpose and shall not on behalf of PUKKA either enter into any contract, undertaking or agreement of any sort or make any promise, warranty or representations with respect to the Products or any other matter, except as expressly authorized in writing by PUKKA and then only in accordance with specific instructions. REPRESENTATIVE shall not attempt to settle any complaint from a customer without PUKKA’s approval and direction and shall not indicate, other than to PUKKA, any opinion as to the merits of any complaint or as to the attitude of PUKKA with respect to the same. The REPRESENTATIVE shall not collect or receive any monies on behalf of PUKKA except as expressly writing and authorized by PUKKA and then only in accordance with specific instructions. The REPRESENTATIVE, however, shall carry out such instructions as may be given by PUKKA to protect PUKKA’s interest and to compel any purchaser to fulfill his obligations to PUKKA punctually. PUKKA shall not be bound by the acts of the REPRESENTATIVE.

          Section B. Neither REPRESENTATIVE nor any subsidiary or affiliate of REPRESENTATIVE shall incorporate under or otherwise make use of the name of PUKKA or any of its divisions or subsidiaries, or any trademarks or trade names of PUKKA or of any name, trademark or trade name which in the judgment of PUKKA is confusingly similar thereto, without the prior written consent of PUKKA. REPRESENTATIVE’s covenant in this respect shall survive termination of this Agreement.


ARTICLE IX.     BILLING TO CUSTOMERS.

          All Products sold by PUKKA on orders solicited by REPRESENTATIVE shall be billed by PUKKA directly to the purchaser.


ARTICLE X.     COMMISSIONS AFTER TERMINATION.

          Upon the termination of the Agreement for any reason whatsoever, no commissions or other amounts shall be payable to REPRESENTATIVE with regard to Products shipped after the effective date of such termination, except that PUKKA shall continue to pay REPRESENTATIVE, subject to the provisions of Articles II, III and IV hereof, the commissions herein provided with regard to Products shipped within sixty (60) days after the effective date of such termination under orders solicited by REPRESENTATIVE and accepted by PUKKA prior to the effective date of such termination. No commissions shall be payable hereunder with respect to any Products shipped during the aforesaid 60-day post termination pursuant to any increase in quantity accepted by PUKKA after the effective date of such termination with respect to any such order.


ARTICLE XI.     TERMS OF AGREEMENT.

          Unless sooner terminated as herein provided, this Agreement shall continue in full force and effect until terminated by either party upon not less than thirty (30) days prior written notice to the other party specifying the effective date of termination.


ARTICLE XII.     HOUSE ACCOUNTS, A REVISION OF CUSTOMERS, PRODUCTS AND COMMISSIONS.

          Section A. PUKKA shall have the sole and exclusive right, from time to time upon not less than thirty (30) days written notice to REPRESENTATIVE, to change any or all of the following:

  1. the Customer list by enlarging or reducing it (see Exhibit A);
  2. the Products by addition to or deletion from the Products as herein defined (see Exhibit B);









  1. the commissions payable to REPRESENTATIVE and the terms and conditions thereof by increasing or decreasing the rate of such commission or by modifying, supplementing or rescinding any of the terms and conditions applicable to the commission.

          Section B. PUKKA may deem any Customer on the REPRESENTATIVE’s Customer list (see Exhibit A) to become a House Account at its option. No commission will be paid on House Accounts.


ARTICLE XIII.     FORCE MAJEURE.

          If the Performance by PUKKA of any of its obligations under orders for Products accepted by PUKKA is interrupted or prevented by riot, war, hostilities between nations, government orders or regulations, embargoes, acts of God, fire, accidents, strikes, differences with workmen, delays of carriers, lack of transportation facilities, inability to obtain raw materials, curtailment of failure of obtaining power, or any other similar or different contingencies beyond the reasonable control of PUKKA, PUKKA CORPORATION shall be excused from the performance of such obligations while and to the extent that its performance is interrupted or prevented by one or more of each of the aforementioned contingencies. IN the event PUKKA is unable, for any reason whatsoever, to supply the full quantities of Products that it is as such times required under contracts to supply to its customers, after first satisfying the requirements of PUKKA’s own departments and division, PUKKA shall have the right to prorate among any and all purchaser such quantity of Products as PUKKA may have available for shipment to them.


ARTICLE XIV.     ASSIGNABILITY.

          PUKKA may cancel and terminate this Agreement at any time with a thirty (30) day written notice to REPRESENTATIVE at the address set forth on the face page of this Agreement. PUKKA will pay commissions on any shipments to the REPRESENTATIVE’s Customers made within sixty (60) days of the effective date of termination according to the provisions of this Agreement. After the effective date of termination, PUKKA shall make normal shipments to the REPRESENTATIVE’s Customers; but in the event of any dispute, PUKKA shall be the sole judge defining normal shipments. In the event that the REPRESENTATIVE breaches the contract in any way, PUKKA has the right to cancel the contract with no commission payable past the date of notice of breach of contract.


ARTICLE XVI.     PREVIOUS AGREEMENTS.

          Upon the effective date of this Agreement, this Agreement shall supersede and cancel all prior Manufacturing Representative Agreements between the parties covering the sale of Products by the REPRESENTATIVE covered by this Agreement. There are no REPRESENTATIVE agreements, oral or otherwise, not contained in this Agreement, its Exhibits, or renewals of this Agreement from time to time.


ARTICLE XVII.     DISPUTE AND VENUE.

          The provisions of this Agreement shall be construed and the performance thereof shall be enforced in accordance with the laws of the State of Utah. In the event of any legal action arising directly or indirectly form this contract, the parties hereto agree that venue shall be in the District or County Courts of Salt Lake City, Utah.


ARTICLE XVIII.     NOTICES AND PAYMENTS.

          It shall be as sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof in the U.S. Post Office in a registered or certified envelope, postage prepaid, addressed to the other party at the address herein above set forth on the face page of this Agreement, or at such other address as the other party shall have theretofore in writing designated. Payments to be made hereunder shall be transmitted to the address to which notices at the time shall be addressed as provided, and may be so requested, report or any other communication, and the date of making any such payment provided such payment is received, shall be the date on which such envelope was deposited in the United States Mail. The U.S. Post Office receipt showing the date of such deposit shall be the prima facie evidence of these facts.

          IN WITNESS THEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.










PUKKA USA, LLC
By: /s/ Paul R. Ressler for Pukka
Title: Managing Member

REPRESENTATIVE
(Agency’s Name)

By: /s/ Gerry L. Hodges
Title: President
Don Green Sale Co. Inc.



Exhibit A: Customers
Vertical Markets and Geography
Auto Parts Resellers and Distributors
Truck Parts Resellers and Distributors
(Not including Rhino Liners)
Motor Home and Motor Home Accessories Resellers and Distributors
with purchasing offices located in the states of California, Nevada and Arizona


Exhibits B: Products

GX-400C






















Exhibit 10.18


Sales and Service Representative Agreement

This agreement is effective 3/31/05.  Pukka USA, LLC whose principal place of business is located at 395 South 640 West, Pleasant Grove, Utah 84062 (hereinafter referred to as (Pukka USA) and Watt/Spohn-Universal, Ltd. whose principal business office is located at 13717 Welch Road, Dallas, Texas 75244 (hereinafter referred to as Watt/Spohn).

Whereas, Pukka USA has products, information, inventive and general know how relating to the marketing and distribution of products for the retail trade merchants and...WHEREAS, Watt/Spohn is experienced in selling and marketing of such products to military retail merchants, and is desirous in representing Pukka USA.

Therefore it is agreed as follows:

Article 1

Pukka USA appoints Watt/Spohn as Pukka USA exclusive sales and service representative for the military services worldwide limited to channels of distribution or accounts specified in Article 2.

Article 2

The specific channels of distribution of accounts are all military exchange systems worldwide.  Army and Air Force Exchange Service (AAFES), Navy Exchanges (NEXCOM), Marine Corps., Coast Guard, Veterans Administration, and General Services Administration.

Article 3

Watt/Spohn shall provide an aggressive and adequately staffed sales and service organization and provide an adequate place of business, in order to make the best effort to market Pukka USA products. Watt/Spohn will make regular sales calls on the customers in the territory, provide pre-sale and post-sale customer service and support and monitor the territory for competitive information and provide this to Pukka USA.

Article 4

Watt/Spohn shall be entitled to receive a commission on net customer shipments equal to 7.5% of the net sales amount.  Commission will be paid to Watt/Spohn within 30 days following the end of the month that shipments are made by close of business.

Article 5

Watt/Spohn will be responsible for all ordinary and necessary expenses incurred in connection with these activities.

Article 6

Watt/Spohn is an independent contractor and has no authority to execute an agreement on behalf of Pukka USA.

Article 7

Any samples or promotional materials used by Watt/Spohn will be provided by Pukka USA at no charge to Watt/Spohn.










Article 8

This agreement will continue in effect until termination by either party upon not less than 60 days prior written notice to the other.  In the event of termination, all commissions earned by Watt/Spohn during the final 30 days of this agreement will be held for a period of 30 days after the termination of this agreement during which time a final reconciliation of all outstanding invoices and credits will be completed by Pukka USA.   The net result of this reconciliation will be paid to Watt/Spohn in the next 30 days.

Article 9

This agreement may not be assigned or otherwise transferred by either party and may be amended or modified only in writing.  No other agreement or understanding purporting to modifier supply to this agreement exists.

Article 10

Watt/Spohn will hold harmless, and indemnify Pukka USA for any damages, claims, demands, liabilities or losses of whatever nature (including reasonable attorney's fees), made against or sustained by Pukka USA by reason of or arising out of a breach of this agreement or incurred as a result of any action performed with respect to the execution of this agreement by Watt/Spohn or it's agents, employees, officers, directors or representatives.

Article 11

Any disputes arising hereunder will be resolved by binding arbitration under the rules of the American Arbitration Association.


In witness whereof, the parties have executed this agreement on the 31st March, of  2005.

Pukka USA, LLC

By: /s/ Paul R. Ressler

Name: Paul R. Ressler

Title: Managing Member


WATT/SPOHN-UNIVERSAL, LTD.
By:          WSUME, Inc., General Partner

By: /s/ Gene Jordan

Name: Gene Jordan

Title: Senior VP









Exhibit 10.19


PROFESSIONAL SERVICES AGREEMENT

This Agreement is effective as of the 1st day of April, 2005 (the “Effective Date”), by and between The McLain Group, L.L.C., a Nevada limited liability company, including it’s subsidiaries, affiliates, successors and assigns (collectively “TMG”), with its principal place of business at 18000 Leatha Lane, Little Rock, Arkansas 72223, and Red Iron Group, L.L.C. also known as Pukka USA, L.L.C., both Utah limited liability corporations, including their subsidiaries, affiliates, successors and assigns (collectively, “PUKKA”), with their principal place of business at 942 N 240 E., American Fork, UT 84003.  The term of this Agreement shall be for a period of five (5) years commencing upon the Effective Date.

W I T N E S S E T H:

WHEREAS, TMG has provided marketing and referral services (the “Services”) for certain business opportunities as identified in Exhibit A (the “Business Opportunities”); and

WHEREAS, PUKKA will provide certain services/products for the Business Opportunities as identified in Exhibit A

WHEREAS, PUKKA utilized the Services of TMG pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Scope of Services. TMG has provided the Services to PUKKA for those certain Business Opportunities as identified in Exhibit A and has referred those certain Clients (as defined in paragraph 3 herein below) to PUKKA.  A summary of the terms of each Business Opportunity and the services/product to be provided by PUKKA and TMG in connection with each such Business Opportunity is set forth in Exhibit A as may be amended by the parties in writing from time to time to reflect any changes to the agreed upon services and terms.

2.       Business Opportunities. PUKKA acknowledges and agrees that the fees and other consideration due to TMG pursuant to this Agreement shall be paid to TMG in connection with those certain Business Opportunities listed on Exhibit A. For purposes of this Agreement, a Business Opportunity shall also include Affiliated Business Opportunities (as defined herein).

          Affiliated Business Opportunities. An Affiliated Business Opportunity shall mean a Business Opportunity or other business venture that is carried out at any time during the term of this Agreement by the same Client(s) as identified on Exhibit A. For example purposes, in the event that PUKKA performs services or provides a product for a Client(s) in the Middle East and that same Client(s) wishes to have that same service/product on a Business Opportunity in the United States through the services of TMG, then TMG would receive fees per this agreement as an Affiliated Business Opportunity. Exhibit A shall be updated from time to time to reflect New Business Opportunities and/or Affiliated Business Opportunities.

          Continuance.        Upon expiration of this Agreement the Parties agree to negotiate in good faith to determine which, if any, of the Business Opportunities listed on Exhibit A as of the expiration date remain viable business opportunities and shall continue to be governed by this Agreement.  The Parties also agree to meet annually thereafter for this same purpose until all such Business Opportunities listed on Exhibit A as of the expiration date of this Agreement have been removed.

3.       Clients. PUKKA acknowledges and agrees that those entities listed on Exhibit A attached hereto and made part hereof by this reference (individually, a “Client” and collectively, the “Clients”), have been referred to PUKKA by TMG and all fees and other consideration due to TMG pursuant to this Agreement








shall be paid to TMG for the services or products provided by PUKKA to or on behalf of such Clients from the Effective Date.   For purposes of this Agreement, a Client shall include any subsidiary, affiliate, successor or assigns of any Client listed on Exhibit A.

4.       Fees. In consideration of the Services rendered to PUKKA by TMG hereunder, PUKKA agrees to pay fees to TMG as identified in Exhibit A.

          Interest at the maximum rate allowable by law shall be due on any fee payment not received by the date when due until the date such fee payment is received by TMG.

          The fees hereunder shall be due and paid to TMG by PUKKA for the entire period of a Business Opportunity or Affiliated Business Opportunity through its completion, even if the Business Opportunity or Affiliated Business Opportunity extends beyond the five (5) year term of this Agreement.

5.       Other Business Opportunity Opportunities.  In the event that TMG desires to refer a client that is not listed on Exhibit A to PUKKA in reference to a Business Opportunity that is not identified in Exhibit A, then in such event, TMG shall provide PUKKA with a description of the Business Opportunity along with an amended Exhibit A.

6.       Access to Books and Records.  PUKKA shall provide TMG with a copy of all invoices submitted to a Client or in connection with a Business Opportunity so that TMG can verify the fees owed to it.  TMG shall invoice PUKKA for services in accordance with this Agreement upon receipt of the Client invoice from PUKKA.

7.       Independent Contractor. Nothing contained in this Agreement shall be construed to constitute TMG as a partner, employee or agent of PUKKA, nor shall either party have any authority to bind the other party in any respect, it being intended that each shall remain an independent contractor responsible for its own actions.  Furthermore, TMG shall be responsible for all employment and income taxes, and full compliance with all tax laws applicable to the operation of an independent contractor business, including, but not limited to, the reporting of all gross receipts therefrom as income from the operation of a business and the payment of all self-employment taxes.

8.       Binding Effect.  All of the terms of this Agreement shall be binding upon the respective successors of the parties hereto and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns in interest, including, but not limited to successors in interest to PUKKA by reason of merger, consolidation or liquidation or the sale of business or all or substantially all of the assets of PUKKA.

9.       Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party hereto.

10.      Governing Law. This Agreement shall be governed by the laws of the State of Arkansas, without regard to conflicts of law principles and the parties agree to submit to the jurisdiction of the courts of the State of Arkansas.

11.      No Waiver. A waiver by a party of any breach of this Agreement by any other party shall not be construed as a waiver of any such subsequent breach by such party of the same or any other provisions of this Agreement.

12.      Partial Invalidity. If any portion of this Agreement shall be held invalid or void, such portion shall be deemed modified to the extent necessary to render such provision enforceable under the law, and this Agreement shall remain valid and enforceable as so modified.  In the event that the provision may not be modified in such a way as to make it enforceable, that Agreement shall be construed as if the portion so invalidated was not part of this Agreement.








13.      Cooperation;  Conflict of Interest. TMG and PUKKA shall cooperate and take such actions and execute and deliver such documents as may be reasonably necessary to carry out the provisions and purposes of this Agreement.  The parties agree that in regards to all their respective dealings under this Agreement they shall act fairly and in good faith.  PUKKA acknowledges and agrees that during the term hereof, TMG may also consult with other persons or entities with businesses similar to the business of PUKKA and may provide services similar to the Services provided hereunder to such other persons or entities and that such activities do not present a conflict of interest or violate the terms of this Agreement.  TMG and PUKKA agree to provide full disclosure of the their relationship and the requirements of this Agreement prior to engaging in discussions that may result in a benefit received by either or both parties under the terms and conditions of this Agreement.

14.       Headings. The headings used in this Agreement are for reference purposes only and shall not be deemed a substantive part of this Agreement.

15.       Entire Agreement. This Agreement supersedes and cancels any previous written, oral or implied agreement between the parties concerning the subject matter hereof.  It expresses the complete and final understanding of the parties related to the Services and may not be changed in any way except in a writing signed by the parties. 

16.       Notices. Notice required or permitted to be given pursuant to the terms of this agreement shall be deemed received (5) days after deposit into the United States mail, postage prepaid, certified returned receipt requested and addressed as provided below, or upon receipt if delivered by any other method.  Notices shall be given to the person and information provided in the signatory portion of this document.

17.       Attorneys Fees.  In the event of any breach of this Agreement, or should legal action ever be necessary to enforce or interpret the terms of this Agreement, each Party shall pay their own attorneys’ fees, costs and incidental expenses which are incurred in connection with such breach, including any costs or fees in preparation for trial, on appeal or otherwise.

18.       Negotiated Document.  The parties acknowledge and agree that this Agreement has been negotiated by each with the assistance of counsel, or an opportunity for counsel to assist and review the same, and no party hereto shall be considered the drafter of this Agreement so as to construe this Agreement against any such party in the event an ambiguity exists herein.

19.       Non-Circumvention.  Each party to this Agreement (including each party’s representatives, employees, agents or owners) hereby specifically agrees not to circumvent the other party to this Agreement in relation to any and all transactions relating to the Business Opportunities identified on Exhibit A.  Additionally, no party to this Agreement will make contact with, deal with or otherwise be involved in any transaction with any person or entity individually or collectively, or their associates, who were introduced to them by the other party hereto, without the authority of the introducing party.  In the event of circumvention by any party involved in this transaction either directly or indirectly, it is agreed and guaranteed that a monetary penalty, equal to the maximum service fee the circumvented party should realize from such transaction(s) will be paid by the party, person or persons engaged in that circumvention.

IN WITNESS WHEREOF the parties sign this Agreement to be effective on the Effective Date.

Red Iron Group, L.L.C. and Pukka USA, L.L.C.


/s/ Leonard DuCharme
By:  Leonard DuCharme
Its:   Managing Member
Address:  942 N 240 E., American Fork, UT 84003
Phone:    (801) 420-6650









Fax:  (801) 847-6528
Email:  Leonard@pukkausa.com



The McLain Group, L.L.C.


/s/ Scott McLain
By:  Scott McLain
Its:   President & Managing Member
Address:  18000 Leatha Lane, Little Rock, AR 72223
Phone:    (501) 779-7302
Fax:  (501) 421-9343
Email:  smclain@themclaingroup.com





























EXHIBIT A1

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: Club Marketing Services.

I.       CLIENT INFORMATION

a.     Client Name                          Club Marketing Services
b.     Primary Principals                  Dan Pickering
c.     Address                                 411 E. Hwy 67, Duncanville, TX 75137
d.     Phone Number                       (972) 296-6630 x121
e.     Fax Number                           (972) 780-8443
f.     Mobile Number                       (214) 215-0690
g.     E-mail Address                       dan.pickering@clubmarketing.com

II.      BUSINESS OPPORTUNITY INFORMATION

a.     Name                                      Sam’s Wholesale & Wal-Mart
b.     Location                                 Worldwide Potential
c.     Description                              Sale of Pukka 400 or Private Label
d.     Contact                                   Unknown at this time
e.     Expected Start Date                 Unknown at this time
f.     Expected Completion Date       Unknown at this time
g.     Business Opportunity Value     Unknown at this time
h.     Business Opportunity Profit      Unknown at this time

III.    COMPENSATION

The TMG shall receive a fee of 20% of the gross sales to either Sam’s Wholesale or Wal-Mart for the first year of sales (defined by the date on the purchase orders), and 10% of the gross sales for each subsequent year thereafter.  Each new product offered for this Business Opportunity shall start with the 20% compensation and revert to 10% one year later and continue thereafter.  All payments shall be in United States currency and paid in the United States.  Any fees due to Club Marketing Services shall be paid by PUKKA and are in addition to the TMG fees.

IV.     SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain

THE MCLAIN GROUP, LLC                                                  Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                              Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member











EXHIBIT A2

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: International Trade Partners.

V.      CLIENT INFORMATION

a.     Client Name                          International Trade Partners, L.P. and/or
                                                     International Trade Consultants, L.L.C.
b.     Primary Principals                  Mike Farhat
c.     Address                                 3500 Grapevine Mills Parkway, Grapevine, TX 76051
d.     Contact Name                       Mike Farhat
e.     Phone Number                      (972) 724-2911
f.     Fax Number                           (972) 724-3308
g.     Mobile Number                     (817) 291-8841
h.     E-mail Address                      mfarhat55@aol.com

VI.     BUSINESS OPPORTUNITY INFORMATION

a.     Name                                    Unknown at this time
b.     Location                                Middle East (including countries of the Arabian
                                                     Peninsula), Afghanistan and Africa
c.     Description                            Sale of Pukka 400 or Private Label
d.     Contact                                 Unknown at this time
e.     Expected Start Date               Unknown at this time
f.      Expected Completion Date     Unknown at this time
g.     Business Opportunity Value    Unknown at this time
h.     Business Opportunity Profit     Unknown at this time

VII.   COMPENSATION

The TMG shall receive all proceeds from the sales transaction in excess of $131.50 per unit FOB Yantian China.  All payments shall be in United States currency and paid in the United States.  Any fees due to International Trade Partners, L.P. or International Trade Consultants, L.L.C. shall be paid by TMG and are included in the TMG fees.

VIII.  SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain

THE MCLAIN GROUP, LLC                                                       Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                                   Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member











EXHIBIT A3

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: Australia.

IX.     CLIENT INFORMATION

a.     Client Name                             Unknown at this time
b.     Primary Principals                     Unknown at this time
c.     Address                                    Unknown at this time
d.     Contact Name                          Unknown at this time
e.     Phone Number                          Unknown at this time
f.     Fax Number                              Unknown at this time
g.     Mobile Number                        Unknown at this time
h.     E-mail Address                         Unknown at this time

X.      BUSINESS OPPORTUNITY INFORMATION

a.     Name                                        Unknown at this time
b.     Location                                    Australia
c.     Description                                Sale of Pukka 400 or Private Label
d.     Contact                                     Unknown at this time
e.     Expected Start Date                  Unknown at this time
f.      Expected Completion Date        Unknown at this time
g.     Business Opportunity Value       Unknown at this time
h.     Business Opportunity Profit        Unknown at this time

XI.     COMPENSATION

The TMG shall receive all proceeds from the sales transaction in excess of $131.50 per unit FOB Yantian China.  All payments shall be in United States currency and paid in the United States.  Any fees due to brokers or in-country representatives shall be paid by TMG and are included in the TMG fees.

XII.   SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain
THE MCLAIN GROUP, LLC                                                       Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                                   Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member












EXHIBIT A4

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: New Zealand.

XIII.  CLIENT INFORMATION

a.     Client Name                             Unknown at this time
b.     Primary Principals                     Unknown at this time
c.     Address                                    Unknown at this time
d.     Contact Name                          Unknown at this time
e.     Phone Number                          Unknown at this time
f.      Fax Number                             Unknown at this time
g.     Mobile Number                        Unknown at this time
h.     E-mail Address                         Unknown at this time

XIV.  BUSINESS OPPORTUNITY INFORMATION

a.     Name                                       Unknown at this time
b.     Location                                   New Zealand
c.     Description                               Sale of Pukka 400 or Private Label
d.     Contact                                    Unknown at this time
e.     Expected Start Date                  Unknown at this time
f.      Expected Completion Date       Unknown at this time
g.     Business Opportunity Value      Unknown at this time
h.     Business Opportunity Profit       Unknown at this time

XV.    COMPENSATION     

The TMG shall receive all proceeds from the sales transaction in excess of $131.50 per unit FOB Yantian China.  All payments shall be in United States currency and paid in the United States.  Any fees due to brokers or in-country representatives shall be paid by TMG and are included in the TMG fees.

XVI.  SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain
THE MCLAIN GROUP, LLC                                                    Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                                Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member











EXHIBIT A5

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: Brazil.

XVII. CLIENT INFORMATION

a.     Client Name                           Unknown at this time
b.     Primary Principals                   Unknown at this time
c.     Address                                  Unknown at this time
d.     Contact Name                        Unknown at this time
e.     Phone Number                       Unknown at this time
f.      Fax Number                           Unknown at this time
g.     Mobile Number                      Unknown at this time
h.     E-mail Address                       Unknown at this time

XVIII.    BUSINESS OPPORTUNITY INFORMATION

a.     Name                                      Unknown at this time
b.     Location                                  Brazil
c.     Description                              Sale of Pukka 400 or Private Label
d.     Contact                                   Unknown at this time
e.     Expected Start Date                Unknown at this time
f.      Expected Completion Date      Unknown at this time
g.     Business Opportunity Value     Unknown at this time
h.     Business Opportunity Profit      Unknown at this time

XIX.    COMPENSATION     

The TMG shall receive all proceeds from the sales transaction in excess of $131.50 per unit FOB Yantian China.  All payments shall be in United States currency and paid in the United States.  Any fees due to brokers or in-country representatives shall be paid by TMG and are included in the TMG fees.

XX.     SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain
THE MCLAIN GROUP, LLC                                                        Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                                     Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member










EXHIBIT A6

BUSINESS OPPORTUNITY TERMS
DATE:  April 5, 2005

The following are the terms of that certain Business Opportunity known as: India.

XXI.   CLIENT INFORMATION

a.     Client Name                           Unknown at this time
b.     Primary Principals                   Unknown at this time
c.     Address                                  Unknown at this time
d.     Contact Name                         Unknown at this time
e.     Phone Number                        Unknown at this time
f.      Fax Number                            Unknown at this time
g.     Mobile Number                       Unknown at this time
h.     E-mail Address                        Unknown at this time

XXII.   BUSINESS OPPORTUNITY INFORMATION

a.     Name                                       Unknown at this time
b.     Location                                   India
c.     Description                               Sale of Pukka 400 or Private Label
d.     Contact                                    Unknown at this time
e.     Expected Start Date                 Unknown at this time
f.      Expected Completion Date       Unknown at this time
g.     Business Opportunity Value      Unknown at this time
h.     Business Opportunity Profit      Unknown at this time

XXIII.   COMPENSATION

The TMG shall receive all proceeds from the sales transaction in excess of $131.50 per unit FOB Yantian China.  All payments shall be in United States currency and paid in the United States.  Any fees due to brokers or in-country representatives shall be paid by TMG and are included in the TMG fees.

XXIV.   SERVICES/PRODUCT PROVIDED BY PUKKA:

Pukka 400 or other private label brand of the same product.

Acknowledged and Agreed:

/s/ Scott McLain
THE MCLAIN GROUP, LLC                                                         Date April 6, 2005
By:          Scott McLain       
Its:          President & Managing Member


Red Iron Group, L.L.C. and Pukka USA, L.L.C.

/s/ Leonard DuCharme                                                                     Date April 6, 2005
By:  Leonard DuCharme
Its:   Managing Member










Exhibit 17.1


Letter of Resignation Omar G. Barrientos





August 15, 2006


Sunrise U.S.A. Incorporated
3203 E. Ovid Avenue
Des Moines, IA 50317


Gentlemen:

Please accept this letter as my resignation, effective immediately, from my position as a member of the Board of Directors and from all executive officer positions that I hold with Sunrise U.S.A Incorporated.

Very truly yours,


/s/ Omar G. Barrientos              
Omar G. Barrientos


















Exhibit 17.2


Letter of Resignation Gene Fairchild





August 15, 2006


Sunrise U.S.A. Incorporated
3203 E. Ovid Avenue
Des Moines, IA 50317


Gentlemen:

Please accept this letter as my resignation, effective immediately, from my position as a member of the Board of Directors and from all executive officer positions that I hold with Sunrise U.S.A Incorporated.

Very truly yours,


/s/ Gene Fairchild                     
Gene Fairchild


















Exhibit 21.1


List of Subsidiaries

Pukka USA, Inc.

Red Iron Group LLC



































Exhibit 23.1


Madsen & Associates CPA’s, Inc.
684 East Vine Street
Building #3
Murray, UT 84107



CONSENT OF AUDITOR


Madsen & Associates, CPA’s, Inc. consents to the use in the Form 8-K for Sunrise USA, Inc., our report dated June 20, 2006, relating to the December 31, 2005 and 2004 consolidated financial statements of Pukka USA, LLC and Affiliate.



/s/ Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
August 18, 2006