WEB NEWS Reverse Merger Activity
Item 1.01
Entry into a Material Definitive Agreements.
Acquisition of Greenkraft, Inc.
On December 5, 2013, we entered into a Share Exchange Agreement (the “Purchase Agreement”) with the sole stockholder (the “Stockholder”) of Greenkraft, Inc., a California corporation (“Greenkraft”), pursuant to which, on the Closing Date (as defined under Item 2.01 below), we issued 41,500,000 shares of our common stock to the Stockholder in consideration of the Stockholder’s transfer of all of his Greenkraft shares to our wholly-owned acquisition subsidiary, Greenkraft, Inc, a Nevada corporation (the “Acquisition Subsidiary)., at which time Greenkraft became Acquisition Subsidiary’s wholly owned subsidiary (the “Acquisition”).
Item 2.01
Completion of Acquisition or Disposition of Assets.
See Item 1.01 above. On December 6, 2013 (the “Closing Date”) and pursuant to the terms and conditions of the Purchase Agreement, we consummated the Acquisition, and Greenkraft became our wholly owned subsidiary. More specifically, pursuant to and in connection with the Purchase Agreement:
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in exchange for 100% of the issued and outstanding Greenkraft equity being transferred to the Acquisition Subsidiary, we issued to the Stockholder an aggregate of 41,500,000 shares of our common stock; and
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in addition, pursuant to the terms of the Purchase Agreement, the Cancelled Shares were cancelled.
As a result, on the Closing Date, beneficial ownership of our common stock was as follows:
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The Stockholder acquired in the aggregate beneficial ownership of approximately 97.5% of our issued and outstanding common stock;
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The holders of our common stock immediately prior to the consummation of the Acquisition continued to hold approximately 2.5% of our issued and outstanding common stock after the completion of the Acquisition.
A discussion of the beneficial ownership of our directors, officers and principal stockholders is set forth below in the section entitled “Item 4.—Security Ownership of Certain Beneficial Owners and Management” beginning on page 23 of this Current Report on Form 8-K and is incorporated herein by reference.
As a consequence of our acquisition of Greenkraft, we intend to conduct the business described under the Section of this Current Report on Form 8-K under the heading “Item 1.—Business—The Business of Greenkraft” as our sole business.
Reverse Merger Activity
On May 16, 2013, our controlling stockholder, Shaojun Sun,
sold 2,300,000 shares of our common stock (the “Control Shares”) held by him to Greenkraft, Inc., a California corporation, for $125,000 pursuant to the terms of a stock purchase agreement. As a result of this transaction, Mr. Shaojun Sun transferred control of us to Greenkraft,
giving Greenkraft approximately 68% of all votes entitled to be cast in any matter requiring or permitting a vote of stockholders
Investor Alert
We were incorporated on September 27, 2006 in Nevada as Sunrise Global, Inc. We are a recycled industrial waste resale company. Our address is 201 W. Garvey Ave. Suite 102-208, Monterey Park, CA 91754, we have a website at www.nasunrise.com and our telephone number is (626) 407-2622.
We are a recycled industrial waste resale company with limited operations based in the United States and China. We were formed to sell recycled industrial waste material to customers in China. Our main operations and services include the acquisition of recyclable materials such as scrap metals, plastic, cardboard, and paper sourced from suppliers in the United States and the resale of such material to customers in China.
We are a development stage company that has generated very little revenues from operations since our incorporation on September 27, 2006. We have incurred losses since our inception. We still need to rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern.
Since our inception, we have been primarily engaged in business planning activities, including researching opportunities for sale of recycled material in China and performing due-diligence regarding potential sources for recycled material acquisition, shipping and potential customers, and raising capital.
We have no binding contracts, agreements or commitments for any of these required activities.
Since our company became a public company, we had only exported four containers of plastic scraps to buyers in China. Due to the crash in commodity prices during the past year, we suspended our business operations in order to avoid market risks. We are currently evaluating whether we should continue to develop our business operations .
