Bronson Steven N, et al. – ‘SC 13D’ on 3/24/97 re: Sunrise Educational Services Inc

As of:  Monday, 3/24/97   ·   Accession #:  928385-97-486   ·   File #:  5-39202

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     27K 

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SC 13D
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=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

SUNRISE EDUCATIONAL SERVICES, INC.
----------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)

867693  
------------------------  
(CUSIP Number)

Steven N. Bronson 
Barber & Bronson Incorporated 
201 South Biscayne Blvd., Suite 2950
Miami, Florida  33131 
(305) 536-8500  
--------------------------------------------------------------  
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

With a copy to: 

Linda C. Frazier, Esquire 
Broad and Cassel
201 South Biscayne Boulevard
Suite 3000
Miami, Florida  33131 

February 12, 1997 
------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].      

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

SC 13D
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SCHEDULE 13D

---------------------                                   ----------------------  
CUSIP NO.  867693                                       PAGE 2 OF 7 PAGES       
---------------------                                   ----------------------  

------------------------------------------------------------------------------  
1       NAME OF REPORTING PERSONS                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS              

Steven N. Bronson                                               

------------------------------------------------------------------------------  
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)[ ]    
                                                                  (b)[ ]
------------------------------------------------------------------------------  
3       SEC USE ONLY                                                            

------------------------------------------------------------------------------  
4       SOURCE OF FUNDS*                                                        

OO                                                              

------------------------------------------------------------------------------  
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                
    PURSUANT TO ITEMS 2(d) or 2(e)                                   [ ]

------------------------------------------------------------------------------  
6       CITIZENSHIP OF PLACE OF ORGANIZATION                                    

U.S.A.                                                          

------------------------------------------------------------------------------  
7  SOLE VOTING POWER              

NUMBER OF            -0-                                              
    SHARES          --------------------------------------------------------
BENEFICIALLY        8  SHARED VOTING POWER                                
OWNED BY                                                              
EACH               377,586                                        
   REPORTING        --------------------------------------------------------
PERSON           9  SOLE DISPOSITIVE POWER                          
WITH                                                              
181,800                     
                    --------------------------------------------------------
10  SHARED DISPOSITIVE POWER        

377,586                     
------------------------------------------------------------------------------  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

559,386                                                         

------------------------------------------------------------------------------  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
    SHARES*                                                          [X]

------------------------------------------------------------------------------  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      

16.0%                                                           

------------------------------------------------------------------------------  
14      TYPE OF REPORTING PERSON*                                               

IN                                                              

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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SCHEDULE 13D
---------------------                                   ----------------------  
CUSIP NO.  867693                                       PAGE 3 OF 7 PAGES       
---------------------                                   ----------------------  

------------------------------------------------------------------------------  
1       NAME OF REPORTING PERSONS                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS              

Private Opportunity Partners II, Ltd.                           

------------------------------------------------------------------------------  
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)[ ]    

                                                                  (b)[ ]
------------------------------------------------------------------------------  
3       SEC USE ONLY                                                            

------------------------------------------------------------------------------  
4       SOURCE OF FUNDS*                                                        

PF                                                              

------------------------------------------------------------------------------  
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                
    PURSUANT TO ITEMS 2(d) or 2(e)                                   [ ]

------------------------------------------------------------------------------  
6       CITIZENSHIP OF PLACE OF ORGANIZATION                                    

U.S.A.                                                          

------------------------------------------------------------------------------  
7  SOLE VOTING POWER              

NUMBER OF            377,586                                          
    SHARES          --------------------------------------------------------
BENEFICIALLY        8  SHARED VOTING POWER                                
OWNED BY                                                              
EACH               -0-                                            
   REPORTING        --------------------------------------------------------
PERSON           9  SOLE DISPOSITIVE POWER                          
WITH                                                              
377,586                     
                    --------------------------------------------------------
10  SHARED DISPOSITIVE POWER        

-0-                         
------------------------------------------------------------------------------  
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

377,586                                                         

------------------------------------------------------------------------------  
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
    SHARES*                                                          [X]

------------------------------------------------------------------------------  
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      

11.4%                                                           

------------------------------------------------------------------------------  
14      TYPE OF REPORTING PERSON*                                               

PN                                                              

------------------------------------------------------------------------------  
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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                                                               Page 4 of 7 Pages

Item  1.  Security and Issuer.                                            
-------------------                                   

This Statement on Schedule 13D relates to shares of the Issuer's common   
stock, $.01 par value per share (the "Common Stock"), of Sunrise Educational    
Services, Inc., a Delaware corporation (the "Issuer").  The Issuer's principal  
executive office is located at 9128 East San Salvador, Suite 200, Scottsdale,   
Arizona  85258.                                                                 

Item 2.  Identity and Background.                                         
-----------------------                                 

(a) This Statement on Schedule 13D is being filed on behalf of Steven N.  
Bronson and Private Opportunity Partners II, Ltd., a Florida limited partnership
("POP II").  B&B Management Group II, Inc., a Florida corporation ("B&B II"), is
the general partner of POP II.                                                  

  (b) Mr. Bronson's business address and the Partnership's business address is
201 South Biscayne Boulevard, Suite 2950, Miami, Florida 33131.                 

  (c) Mr. Bronson is the President of Barber & Bronson Incorporated, a broker-
dealer registered under the Securities Exchange Act of 1934, as amended (the    
"Exchange Act").  POP II is engaged in the business of investing in securities. 

 (d) During the last five years, neither Mr. Bronson, POP II nor B&B II were
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

   (e) During the last five years, neither Mr. Bronson, POP II nor B&B II were a
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or        
mandating activities subject to federal or state securities laws or finding any 
violation with respect to such laws.                                            

(f) Mr. Bronson is a citizen of the United States of America.  POP II is a
Florida limited partnership and B&B II is a Florida corporation.                

Item 3.  Source and Amount of Funds or Other Consideration.               
-------------------------------------------------       

POP II acquired shares of Common Stock and shares of the Issuer's Series B
Preferred Stock and Series C Preferred Stock, both of which are immediately     
convertible into shares of Common Stock, from a shareholder of the Issuer,      
utilizing working capital.  In addition, warrants to purchase shares of Common  
Stock were transferred to Mr. Bronson from Barber & Bronson Incorporated in     
consideration for services rendered.                                            

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Item  4.  Purpose of Transaction.                                         
----------------------                                

POP II and Mr. Bronson acquired securities of the Issuer for investment   
purposes and may, depending upon then current events, including without         
limitation, then current market conditions, the Issuer's results of operations, 
and the then current general business climate, decide to increase or decrease   
their position in the Issuer.                                                   

Except as described below, neither POP II, B&B II nor Mr. Bronson have any
plans or proposals which may relate or would result in:                         

  (a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;                                    

  (b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;                

   (c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;                                                               

   (d) Any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board of Directors of the Issuer;            

 (e) Any material change in the present capitalization or dividend policy of
the Issuer;                                                                     

(f) Any other material change in the Issuer's business or corporate       
structure;                                                                      

(g) Changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or any actions which may impede the acquisition or control of the Issuer
by any person;                                                                  

(h) Causing a class of securities of the Issuer to be de-listed from a    
national securities exchange or to cease to be authorized to be quoted in an    
inter-dealer quotation system of a registered national securities association;  

(i) A class of equity securities of the Issuer becoming eligible for      
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.                  

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                                                               Page 6 of 7 Pages

Notwithstanding the foregoing, the undersigned are aware of a Standstill  
Agreement dated as of January 31, 1997 by and between the Issuer, BC Capital    
Corp. and Barber & Bronson Incorporated entered into in connection with the     
acquisition by POP II of shares of the Issuer's Common Stock and Series B       
Preferred Stock from a stockholder of the Issuer.  Such agreement provides that 
upon consummation of the acquisition, the Issuer will proceed with the          
redemption of the rights to purchase shares of Series A Participating Preferred 
Stock for each share of Common Stock outstanding (the "Rights").  Such          
redemption shall have the effect of changing the present capitalization of the  
Issuer.                                                                         

Item  5.  Interest in Securities of the Issuer.                           
------------------------------------                  

(a)(b) POP II may be deemed to beneficially own an aggregate of 377,586   
shares of Common Stock, representing approximately 11.4% of the total shares of 
Common Stock deemed outstanding.  Such shares of Common Stock represent 41,116  
shares of Common Stock owned of record by the POP II (with  respect to which POP
II may be deemed to have sole voting and dispositive power), 250,000 shares of  
Series B Preferred Stock convertible into 250,000 shares of Common Stock, and   
15,000 shares of Series C Preferred Stock convertible into 86,470 shares of     
Common Stock.  Mr. Bronson may be deemed to beneficially own an aggregate       
559,386 shares of Common Stock, representing approximately 16.0% of the total   
shares of Common Stock deemed outstanding.  Such shares of Common Stock include 
377,586 shares beneficially owned by POP II and with respect to which Mr.       
Bronson may be deemed to have shared voting and dispositive power and 181,800   
shares of Common Stock issuable upon exercise of warrants owned of record by Mr.
Bronson and with respect to which Mr. Bronson may be deemed to have sole        
dispositive power.                                                              

The foregoing shares do not include any shares of Common Stock and/or     
Preferred Stock held of record in the trading account of Barber & Bronson       
Incorporated and, with respect to which shares, POP II and Mr. Bronson disclaim 
beneficial ownership.                                                           

(c)  Not applicable.                                                      

(d) No other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of such     
securities of the Issuer.                                                       

(e)  Not applicable.                                                      

Item 6.   Contracts, Arrangements, Understandings or Relationships with   
       -------------------------------------------------------------
Respect to Securities of the Issuer.                  
-----------------------------------                   

None.                                                 

Item 7.   Material to be Filed as Exhibits.                               
--------------------------------                      

None.                                                 

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                                                               Page 7 of 7 Pages

After reasonable inquiry and to the best of my knowledge and belief, I    
certify that the information as set forth in this statement is true, complete   
and correct.                                                                    

                                PRIVATE OPPORTUNITY PARTNERS II, LTD., a
                   Florida limited partnership

                             By:  B&B Management Group II, Inc., a
                                      Florida corporation, General Partner

Date:  As of March 3, 1997             By: /s/ Steven N. Bronson                
                                          ------------------------------------
                                  Steven N. Bronson, President

Date:  As of March 3, 1997          /s/ Steven N. Bronson                       
              ----------------------
         Steven N. Bronson

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/24/97							SC 13D/A
		3/3/97		7
		2/12/97		1
		1/31/97		6					10QSB,  8-K,  SC 13D,  SC 13G
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