##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from [       ] to [      ]
 0001088005
 Sun New Media, Inc.
 (Name of small business issuer as specified in its charter)
 MINNESOTA
    
    410985135(State or other jurisdiction of incorporation)
    
    (IRS Employer
Identification No.)
 P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar, CA
    
    91765(Address of principal executive offices)
    
    (Zip Code)
 (604) 871-9909
 None
 Securities Registered pursuant to Section 12(g) of the Act:
    
    Common Stock, par value $0.01 per share(Title of class)
 o
  þ o
  o
  o þ
 $27,358
      DOCUMENTS INCORPORATED BY REFERENCE
 None.
  o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    3Item 1. Description of Business
    
    3Item 2. Description of Property
    
    28Item 3. Legal Proceedings
    
    28Item 4. Submissions of Matters to a Vote of Security Holder
    
    28PART II
    
    29Item 5. Market for Common Equity and Related Shareholder Matters
    
    29Item 6. Management Discussion and Analysis
    
    30Item 7. Financial Statements
    
    34Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
    
    50Item 8A. Controls and Procedures
    
    50Item 8B. Other Information
    
    50PART III
    
    51Item 9. Directors and Executive Officers of the Registrant
    
    51Item 10. Executive Compensation
    
    54Item 11. Security Ownership of Certain Beneficial Owners and Management
    
    55Item 12. Certain Relationships and Related Transactions
    
    56Item 13. Exhibits,
    
    58Item 14. Principal Accountant Fees and Services
    
    60SIGNATURES
    
    61EXHIBIT 14.1EXHIBIT 21EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 31.3EXHIBIT 32.1EXHIBIT 32.2EXHIBIT 32.3
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FORWARD LOOKING INFORMATION
     
 PART I
 
 Item 1. Description of Business
 Overview
   http://www.sunnewmedia.net
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Corporate Strategy
  phase one, phase two
  
    
    Corporate communications and information-sharing: We intend to provide cutting-edge
interactive marketing platforms for increasing partnership and customer loyalty with
targeted product and corporate communications.
    
    Distribution network coordination and synchronization: We intend to offer innovative
outsourced sales and distribution channel management systems for improving logistical and
technical capacity.
   The Company
  4




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Interactive Marketing
 Our interactive marketing division will initially be made up of 4 business units that together
will form a strong collection of marketing, media, content delivery, and vertical web portal
assets. None of these business units are yet owned by us, but we expect to close the proposed
acquisitions prior to end of the quarter ending March 31, 2006 unless otherwise noted. We
believe that the numerous synergies between the business units will allow us to create powerful
b2b marketing solutions for clients that are more competitive than any other offerings on the
market.
  1.
    
    Compass Multimedia, Ltd: We expect that Compass Multimedia Ltd and its web platform will
serve as our first multimedia distribution and e-publishing arm focusing on b2b and b2c
sectors. Compass markets a proprietary platform and online reader program which can scale to
deliver targeted multimedia online communications to millions of businesses and consumers.We plan to expand Compass initially by providing outsourced PC and mobile-based internal and
external communications solutions to major Chinese consumer products companies. Compass
target customers have traditionally implemented corporate communication publications through
conventional print copies of newsletters and magazines, which are expensive to print, costly to
deliver and inefficient in reaching readers. In contrast, Compasss proprietary software
solution (Gogosun Reader) and unique content push technology reduce both delivery and
publishing costs by up to 90%  95% compared to print solutions, offer customized targeting,
and minimize delivery lag.Through Compass b2b2c e-publishing and digital promotional gift services, we expect to be able
to develop a substantial locked-in consumer base that will help us to become the de facto
leader in e-publishing delivery platforms in China. From there, we expect to be able to
leverage our TV Guide online magazine to reach tens of millions of clearly segmented, high
value Chinese consumers.Compass has also developed an offline sales agent network for its b2b and b2b2c products that
will eventually include partnerships with over 300 different sales offices representing an
outsourced sales force of between 6,000 and 9,000 people. Additionally, Compass has reached an
agreement with two of Chinas largest digital product sales networks, Cloud Net and Junnet, to
act as online sales agents for its b2b products and digital gift packages. Combined, the sales
networks have more than 30,000 online sales outlets throughout China.We expect to close the proposed acquisition of Compass prior to end of the quarter ending March
31, 2006.2.
    
    Magzone Multimedia, Pte Ltd:Our key business-to-consumer asset will be a consumer
e-publishing system based around the technology, rights, and distribution system controlled by
Magzone Asia Pte. Ltd (Magzone), a company we are currently in the process of acquiring.
Currently Magzone holds online distribution rights to more than 641 magazine titles in the
China market, including over 30 first-tier publications.
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Magzone will also provide us with control of an integrated imaging platform that includes
advanced optical scanning, image processing, compression, database management, and web
publishing technologies that will allow us to rapidly transfer offline magazine content into
high quality online publications with rich graphics and some multimedia functionality. The
technology is one of the only technologies in the market that allows the entire print version
of a magazine to be transferred online and launched simultaneously with the offline version.
The technology gives us a scalable and efficient method for rapidly converting and digitally
distributing print titles.We expect to close the proposed acquisition of Magzone prior to end of the quarter ending March
31, 2006.3.
    
    Sun Global Marketing Network, Ltd.:Sun Global Marketing Network (SGMN) controls the
exclusive sales and marketing rights for the digital publishing of China Business Post, Wine
and Dine, Smart Investor, Observer Starand Wide Angle. In conjunction with our advanced
distribution systems these media assets increase the stickiness and customer retention rates
of our key b2b and b2c interactive marketing offerings.These assets compliment the Compass b2b and b2b2c distribution platforms, as well as b2c
offerings by Magzone. Distributing the assets through these channels add value to our core b2b
and b2c services by building loyalty across channels while simultaneously opening new markets
for and expanding the readership of the various publications.We also intend to play a critical role in collecting, consolidating, and leveraging the large
amount of consumer data collected through our interactive marketing platforms. With robust
data collection and analysis infrastructure, we can offer advertisers highly targeted and
clearly segmented integrated platforms for advertising and marketing campaigns.We expect to close the proposed acquisition of SGMN prior to end of the quarter ending March
31, 2006.4.
    
    Telefaith Holdings Ltd. (to be renamed Shengji Mobile Media):Through Shengji Mobile Media,
we will have a fully dedicated mobile communications information delivery platform. Shengji
is a start-up company, but we expect that Shengji will play a critical role in extending our
value offerings to the mobile communications market. Most important is its proprietary
technical platform for scalable delivery of mobile multimedia. Shengji also has a mobile
service provider license and has established relationships with China Mobile and China Netcom,
the key providers of mobile telecommunications services in China.We expect to close the proposed acquisition of Shengji prior to end of the quarter ending March
31, 2006.In addition to Shengji, we are in talks with a number of Europe and the USAs leading mobile
content and technology providers to form joint-ventures in China. Combining their platforms
and content with our ability to reach key Chinese consumers with locally developed content
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will allow us to leverage our strengths to become one of Chinas leading mobile media communications
providers.
 Sales Services and Channel Management
  China Focus Channel Development (HK), Ltd. (FCD)is one of Chinas major providers of third
party channel management internet software systems for consumer products companies. FCD offers
internet-based channel management software and multi-enterprise coordination platforms.FCDs Consumer Channel Management System (CCMS) allows consumer products companies to
efficiently coordinate the flow of orders, products, and payments through their distribution
network, as well as keeping critical channel partners updated about the latest product and
corporate developments. In addition, its ASP (Applications Service Provider) business model
reduces the initial investment and risk for client companies,FCD brings critical technical and management experience to the SNMI group. With Focus
proprietary channel management software, we can offer client companies integrated information
systems that directly address the most pressing and challenging distribution network management
problems.Over time, we expect to expand the coverage of the FCD pick-up and fulfillment information
systems from Central China to the whole country.Focus CCMS System
 
 Supporting Media Investments
  7




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Cest La Vie, Yang Lan One-on-One, 66 Places of a Lifetime,
    Industry Overview and Competition
   8




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Proprietary Rights
  Governmental Regulation
 China Broadcast Media Rules
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
    
    the Ministry of Culture;
    
    the Ministry of Information Industry;
    
    the State Press and Publications Administration;
    
    the State Copyright Bureau;
    
    the State Administration for Industry and Commerce;
    
    the Ministry of Public Security; and
    
    the Bureau of State Secrecy.
  Brokerage Business
    Sales and Marketing
  Competition
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Securities Regulations
  USA Patriot Act of 2001
 Employees
    Recent Developments  Proposed Acquisitions
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
    
    On January 4, 2006, we entered into an agreement to acquire Magzone Asia Pte. Ltd.
According to the agreement, SNMI will purchase 100% of the outstanding shares of Magzone
for US$2,000,000, to be satisfied through payment in two key parts. In the first part,
SNMI will pay US$399,998 in cash. The cash payment is not subject to any performance
guarantees and will be delivered upon completion of the agreement. The remaining amount
shall be satisfied by the issue of such number of approximately 409,000 shares of our
Common Stock. The second payment is contingent on Magzone meeting certain financial
milestones.
    
    On December 6, 2005, we entered into an agreement to acquire Telefaith Holdings Limited
(Telefaith), the parent company of Shengji Information Technology Ltd. Pursuant to the
agreement, we will purchase 100% of the outstanding shares of Telefaith in exchange for
853,333 shares of our Common Stock.
    
    On December 6, 2005, we entered into an agreement with Sun Media Investment Holdings
which provides that we will issue 2,008,929 shares of our common stock in exchange for
75,000,000 ordinary shares of Sun Business Network Ltd. (SBN). As a result of the
transaction, we will acquire approximately 10% of SBN outstanding ordinary shares.
    
    On November 29, 2005, we entered into an agreement with Sun Media Investment Holdings
pursuant to which we will acquire Sun New Media Holdings Ltd. (SMH) from Sun Media. We
will pay $1.00 to Sun Media Investment Holdings in exchange for 100% of the outstanding
shares of SMH. As a result of the acquisition, we will indirectly own a 51% shareholder
interest in Compass Multimedia Ltd and an 85% shareholder interest in
Sun 365 Multimedia Ltd.
    
    On November 22, 2005, we entered into an agreement to acquire China Focus Channel
Development (HK) Limited (Focus) Subject to certain financial milestones, the minimum and
maximum total consideration for the acquisition is between 14,900,000 and 20,900,000
shares of our common stock.
    
    On November 21, 2005, we entered into two agreements with SBN. Pursuant to the first
agreement, we will issue 1,156,303 shares of our common stock in exchange for a group of
property holdings in Beijing and 53,000,000 ordinary common shares of Asia Premium
Television Group, Inc. We will issue 6,900,000 shares of our common stock upon closing and
an additional 6,900,000 shares of our common stock within 30 days after receiving audited
accounts of the on-line publishing business of SBN. SBN will guarantee the profits from
these transferred publishing rights for the amount of $2,415,000 for the twelve months
ending December 31, 2006. SBN will pay us to the extent there is any shortfall in profits.
SBN will also issue 150,000,000 shares of SBN ordinary common shares to us in exchange
for 5,042,017 shares of our common stock.The publishing rights that are transferred include the following:
 o
    
    China Business Post (Online Edition);o
    
    Observer Star ( Online Edition)o
    
    Smart Investor ( Online Edition);o
    
    Wide Angle ( Online Edition); ando
    
    Wine & Dine (Online Edition);
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Reports to Securities Holders
   RISK FACTORS
 You should consider carefully all of the information in this Annual Report on Form 10-KSB ,
including the risks and uncertainties described below, before making an investment in our common
stock. Any of the following risks could have a material adverse effect on our business, financial
condition and results of operations. In any such case, the market price of our common stock could
decline, and you may lose all or part of your investment.
 Risks Related to Our Business
 The development of our business is dependent upon the completion of a number of acquisitions and
other transactions that have not yet closed.
  Our short operating history and rapidly evolving business makes it difficult for us to accurately
forecast revenues and expenses.
   
    
    offer new and innovative products and services to attract and retain a larger consumer base;
    
    attract customers;
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
    
    increase awareness of our brand and continue to develop consumer and customer loyalty;
    
    respond to competitive market conditions;
    
    respond to changes in our regulatory environment;
    
    manage risks associated with intellectual property rights;
    
    maintain effective control of our costs and expenses;
    
    raise sufficient capital to sustain and expand our business;
    
    attract, retain and motivate qualified personnel; and
    
    upgrade our technology to support increased traffic and expanded services.
  If the Internet and, in particular, interactive marketing are not broadly adopted in China,
our ability to increase revenue and sustain profitability could be materially and adversely
affected.
  
    
    difficulties associated with developing a larger consumer base with
demographic characteristics attractive to customers;
    
    increased competition and potential downward pressure on online marketing prices;
    
    ineffectiveness of our online marketing delivery, tracking and reporting systems; and
    
    lack of increase in Internet usage in China.
 We face significant competition and may suffer from a loss of users and customers as a result.
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Our business depends on a strong brand, and if we are not able to maintain and enhance our
brand, our business and operating results may be harmed.
  If we fail to continue to innovate and provide relevant services, we may not be able to
generate sufficient user traffic levels to remain competitive.
  If we fail to keep up with rapid technological changes, our future success may be adversely
affected.
  We may face intellectual property infringement claims and other related claims, that could be
time-consuming and costly to defend and may result in our inability to continue providing certain
of our existing services.
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We may not be able to prevent others from unauthorized use of our intellectual property, which
could harm our business and competitive position.
  If we fail to attract customers for our online marketing services, our business and growth
prospects could be seriously harmed.
  Because we primarily rely on distributors in providing our e-marketing services, our failure
to retain key distributors or attract additional distributors could materially and adversely affect
our business.
  Our strategy of acquiring complementary businesses, assets and technologies may fail.
  
    
    potential ongoing financial obligations and unforeseen or hidden liabilities;
    
    failure to achieve the intended objectives, benefits or revenue-enhancing opportunities;
    
    costs and difficulties of integrating acquired businesses and managing a larger business; and
    
    diversion of resources and management attention.
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We may not be able to manage our expanding operations effectively.
  Our operating results may fluctuate, which makes our results difficult to predict and could
cause our results to fall short of expectations.
  
    
    general economic conditions in China and economic conditions
specific to the Internet, Internet search and online marketing;
    
    our ability to attract additional customers;
    
    the announcement or introduction of new or enhanced products and
services by us or our competitors;
    
    the amount and timing of operating costs and capital expenditures
related to the maintenance and expansion of our businesses,
operations and infrastructure;
    
    the results of our acquisitions of, or investments in, other businesses or assets;
    
    PRC regulations or actions pertaining to activities on the
Internet, including gambling, online games and other forms of
entertainment; and
    
    geopolitical events or natural disasters such as war, threat of
war, Severe Acute Respiratory Syndrome, or SARS, or other
epidemics.
  The successful operation of our business depends upon the performance and reliability of the
Internet infrastructure and fixed telecommunications networks in China.
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Our success depends on the continuing efforts of our senior management team and other key
personnel and our business may be harmed if we lose their services.
   We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel
or hire qualified personnel, we may not be able to grow effectively.
   Interruption or failure of our information technology and communications systems could impair
our ability to effectively provide our products and services, which could damage our reputation and
harm our operating results.
  Our business could be adversely affected if our software contains bugs.
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Concerns about the security of electronic commerce transactions and confidentiality of
information on the Internet may reduce use of our network and impede our growth.
  We have limited business insurance coverage.
  Risks Related to Our Corporate Structure
 PRC laws and regulations governing our businesses and the validity of certain of our
contractual arrangements are uncertain. If we are found to be in violation, we could be subject to
sanctions. In addition, changes in such PRC laws and regulations may materially and adversely
affect our business.
   Our corporate actions are substantially controlled by our principal shareholders and
affiliated entities.
  19




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Risks Related to Doing Business in China
 Adverse changes in economic and political policies of the PRC government could have a material
adverse effect on the overall economic growth of China, which could adversely affect our business.
  Our subsidiaries and affiliates are subject to restrictions on paying dividends and making
other payments to us.
  Uncertainties with respect to the PRC legal system could adversely affect us.
   20




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You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing original actions in China based on United States or other foreign laws
against us or our management.
  Governmental control of currency conversion may affect the value of your investment.
  Fluctuation in the value of RMB may have a material adverse effect on your investment.
  We face risks related to health epidemics and other outbreaks.
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Risks Relating to our Brokerage Business
 Our brokerage business could be harmed by market fluctuations and other securities industry risks.
  Substantial competition could reduce our market share and harm our financial performance.
  Systems failures and delays could harm our business.
  22




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Capacity constraints of our systems could harm our business.
  Regulatory and legal uncertainties could harm our business.
     The success of our business will depend on continued development and maintenance of the Internet
infrastructure.
  23




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We will need to introduce new products and services to remain competitive.
  We may not be able to keep up with rapid technological and other changes.
  Our networks may be vulnerable to security risks.
  Failure to comply with net capital requirements could adversely affect our business.
  We are exposed to credit risk.
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Risks Related to Our Common Stock
 There has been only a limited public market for our common stock to date.
  The market price for our common stock may be volatile.
  
    
    actual or anticipated fluctuations in our quarterly operating results;
    
    changes in financial estimates by securities research analysts, if any;
    
    conditions in the China consumer goods and online marketing markets;
    
    changes in the economic performance or market valuations of other
U.S. public companies with substantial operations in China;
    
    announcements by us or our competitors of new products,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
    
    addition or departure of key personnel;
    
    fluctuations of exchange rates between RMB and the U.S. dollar;
    
    intellectual property litigation; and
    
    general economic or political conditions in China.
  We will need additional capital, and the sale of additional common stock or other equity
securities could result in additional dilution to our shareholders.
  Substantial future sales or the perception of sales of our common stock in the public market
could cause the price of our common stock to decline.
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You may face difficulties in protecting your interests, and your ability to protect your
rights through the U.S. federal courts may be limited, because we conduct a significant portion of
our operations in China and all of our officers reside outside the United States.
  If we fail to maintain an effective system of internal control over financial reporting, we
may not be able to accurately report our financial results or prevent fraud.
  We will incur increased costs as a result of being a public company.
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When we account for employee share options using the fair value method, such accounting
treatment could significantly reduce our net income.
  27




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Item 2. Description of Property
    
 Item 3. Legal Proceedings
  
 Item 4. Submissions of Matters to a Vote of Security Holders
  NomineeBruno WuChauncey SheyJohn Zongyang Li
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Part
II.
 
 Item 5. Market for Common Equity and Related Shareholder Matters th
 High
    
    
    LowFiscal
2006Quarter ended December 31, 2005
    
    $
    4.15
    
    
    $
    3.00Fiscal 20051)Quarter ended September 30, 2005
    
    $
    4.20
    
    
    $
    2.84Quarter ended June 30, 2005
    
    $
    4.88
    
    
    $
    2.82Quarter ended March 31, 2005
    
    $
    5.10
    
    
    $
    1.24Quarter ended December 31, 2004
    
    $
    1.90
    
    
    $
    1.40Fiscal 2004Quarter ended September 30, 2004
    
    $
    0.60
    
    
    $
    0.60Quarter ended June 30, 2004
    
    $
    0.34
    
    
    $
    0.34Quarter ended March 31, 2004
    
    $
    0.70
    
    
    $
    0.70Quarter ended December 31, 2003
    
    $
    0.86
    
    
    $
    0.42
 
 (1)
    
    The quotations above reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.  29




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Dividend Policy
  Recent Sales of Unregistered Securities
 Securities Act of 1933
  
 Item 6. Management Discussion and Analysis
 Overview
    Results of Operations
 Fiscal Period Ended September 30, 2005
  30




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Revenue.
 Expenses.
 Net Loss .
  Liquidity and Capital Resources
    Off-Balance Sheet Arrangement
  Capital Expenditure Commitments
  31




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Recent Accounting Pronouncements
  32




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Critical Accounting Policies and Estimates
  Revenue recognition
  Stock-based compensation
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Item 7. Financial Statements
 Financial Statements
 Sun New Media, Inc.
(formerly known as SE Global Equities Corp)
 Consolidated Financial Statements
 Period from June 6, 2005 to September 30, 2005
  34




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Index to Financial statements
 Report of Independent Registered Public Accountants
    
    
    36Consolidated Balance Sheet
    
    
    37Consolidated Statement of Operations
    
    
    38Consolidated Statement of Changes in Stockholders Equity
    
    
    39Consolidated Statement of Cash Flows
    
    
    40Notes to Consolidated Financial Statements
    
    
    41
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 Sun New Media Inc.  Formerly known as SE Global Equities Corp.)
    /s/ MOORES
ROWLAND MAZARS
Chartered Accountants
Certified Public Accountants
Hong Kong
January 13, 2006
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SUN NEW MEDIA INC.  (formerly known as SE Global Equities Corp)
 
 CONSOLIDATED BALANCE SHEET
 NOTE
    
    US$ASSETSCurrent AssetsCash and bank balances
    
    
    
    
    
    
    201,957Accounts receivable
    
    
    
    
    
    
    6,277Prepayments and deposits
    
    
    7
    
    
    
    24,859Amounts due from stockholder
    
    
    8
    
    
    
    53,097Amounts due from parent company
    
    
    8
    
    
    
    97,349Total current assets
    
    
    
    
    
    
    383,539Plant and equipment
    
    
    4
    
    
    
    5,554Clearing broker deposit
    
    
    
    
    
    
    36,980Total Assets
    
    
    
    
    
    
    426,073LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    
    
    
    
    
    71,204Other payables and accruals
    
    
    
    
    
    
    38,526Total current liabilities
    
    
    
    
    
    
    109,730Commitments and Contingencies
    
    
    9STOCKHOLDERS EQUITYCommon stock; authorized 750,000,000 shares, US$0.01
par valuePreference stock, authorized 250,000,000 shares,
US$0.01 par value9,259,370 shares of common stock issued and
outstanding, US$0.01 par value
    
    
    
    
    
    
    92,59455,250,000 shares of common stock reserved to be
issued, US$0.01 par value
    
    
    
    
    
    
    552,500Additional paid in capital
    
    
    
    
    
    
    5,250Deficit
    
    
    
    
    
    
    (334,001
    )Total stockholders equity
    
    
    
    
    
    
    316,343Total liabilities and stockholders equity
    
    
    
    
    
    
    426,073
 The accompanying notes are an integral part of these consolidated financial statements.
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SUN NEW MEDIA INC.  (formerly known as SE Global Equities Corp)
 
 CONSOLIDATED STATEMENT OF OPERATIONS
 Period fromJune 6, 2005 toSeptember 30,2005NOTE
    
    US$REVENUES
    
    
    
    
    
    
    27,358Direct costs
    
    
    
    
    
    
    18,7238,635OPERATING EXPENSESGeneral and administrative
    
    
    
    
    
    
    10,446Finders fee
    
    
    
    
    
    
    55,000Management fees and salaries
    
    
    
    
    
    
    6,492Professional fees
    
    
    
    
    
    
    32,638Total operating expenses
    
    
    
    
    
    
    104,576Loss before income taxes
    
    
    
    
    
    
    (95,941
    )Income tax expenses
    
    
    6
    
    
    
    Net loss
    
    
    
    
    
    
    (95,941
    )Earnings per share:Weighted average number of shares outstandingBasic and
diluted
    
    
    
    
    
    
    15,398,259Net loss per share of common stockBasic and diluted
    
    
    
    
    
    
    (0.01
    )
 The accompanying notes are an integral part of these consolidated financial statements.
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SUN NEW MEDIA INC.  (formerly known as SE Global Equities Corp)
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 Common sharesIssued
    
    Reserve and to be issuedAdditionalNumber
    
    
    
    
    
    Number
    
    
    
    
    
    Paid inof
    
    Amounts
    
    of
    
    Amounts
    
    Capital
    
    Deficit
    
    TotalNote
    
    Shares
    
    US$
    
    Shares
    
    US$
    
    US$
    
    US$
    
    US$Balance, June 6, 2005
    
    
    
    
    
    
    250,000
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000Elimination of SNMG shares upon reverse
acquisition
    
    
    
    
    
    
    (250,000
    )
    
    
    (250,000
    )
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    Consolidation of SNMI shares upon reverse
acquisition
    
    
    
    
    
    
    18,518,740
    
    
    
    185,188
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,188Additional paid in capital of SNMI upon
reverse acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,269,359
    
    
    
    
    
    
    
    6,269,359Accumulated losses of SNMI upon reverse
acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,350,013
    )
    
    
    
    
    
    
    (6,350,013
    )1 for 2 reverse split
    
    
    
    
    
    
    (9,259,370
    )
    
    
    (92,594
    )
    
    
    
    
    
    
    
    
    
    
    92,594
    
    
    
    
    
    
    
    Issuance of stocks for acquisition of SNMG
    
    
    (i
    )
    
    
    
    
    
    
    
    
    
    
    50,000,000
    
    
    
    500,000
    
    
    
    (500,000
    )
    
    
    
    
    
    
    Issuance of stocks for finders fees
    
    
    (i
    )
    
    
    
    
    
    
    
    
    
    
    5,000,000
    
    
    
    50,000
    
    
    
    5,000
    
    
    
    
    
    
    
    55,000Issuance of stocks for management fees
    
    
    (i
    )
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    2,500
    
    
    
    250
    
    
    
    
    
    
    
    2,750Par value of
shares issued for reverse acquisition in excess of the additional
paid-in capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    238,060
    
    
    
    (238,060
    )
    
    
    Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (95,941
    )
    
    
    (95,941
    )Balance, September 30, 2005
    
    
    
    
    
    
    9,259,370
    
    
    
    92,594
    
    
    
    55,250,000
    
    
    
    552,500
    
    
    
    5,250
    
    
    
    (334,001
    )
    
    
    316,343
 
 (i)
    
    The stocks were reserved as of September 30, 2005 and were issued on October 4, 2005. The accompanying notes are an integral part of these consolidated financial statements.
 39




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##### Table of Contents



SUN NEW MEDIA INC.  (formerly known as SE Global Equities Corp)
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 June 6, 2005 toSeptember 30,2005US$Cash flows from operating activitiesNet loss for the period
    
    
    
    
    
    
    (95,941
    )Adjustments to reconcile net loss to net cash
used in operating activities;Finders fee
    
    
    
    
    
    
    55,000Changes in assets and liabilities:Accounts payable
    
    
    
    
    
    
    1,920Amounts due from parent company
    
    
    
    
    
    
    (97,349
    )Other payables and accruals
    
    
    
    
    
    
    38,526Net cash used in operating activities
    
    
    
    
    
    
    (97,844
    )Cash flows from investing activitiesCash acquired in business combination
    
    
    
    
    
    
    49,801Net cash provided by investing activities
    
    
    
    
    
    
    49,801Cash flows from financing activitiesIssuance of common stock
    
    
    
    
    
    
    250,000Net cash provided by financing activities
    
    
    
    
    
    
    250,000Net increase in cash and cash equivalents
    
    
    
    
    
    
    201,957Cash and cash equivalents, beginning of the period
    
    
    
    
    
    
    Cash and cash equivalents, end of the period
    
    
    
    
    
    
    201,957Supplemental disclosure of cash flow informationBusiness combination:Cash acquired
    
    
    
    
    
    
    49,801Current assets, net of cash
    
    
    
    
    
    
    81,483Plant and equipment
    
    
    
    
    
    
    5,554Other assets
    
    
    
    
    
    
    36,980Current liabilities
    
    
    
    
    
    
    (71,204
    )Net equity
    
    
    
    
    
    
    (102,614
    )
 The accompanying notes are an integral part of these consolidated financial statements.
 40




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##### Table of Contents



SUN NEW MEDIA INC.  (formerly known as SE Global Equities Corp)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Organization and Nature of Business
    o
    
    change its name from SE Global to Sun New Media, Inc;o
    
    complete a one for two reverse stock split (reverse split) of the
issued and outstanding shares of common stock of SE Global; ando
    
    amend its authorized share capital to consist of 750,000,000 shares of
common stock with a par value of $0.01 per share; and 250,000,000
shares of preferred stock with a par value of $0.01 per share.
     41




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##### Table of Contents



Note 2  Basis of Consolidation and Presentation
   Use of estimates
  Financial instruments
  Plant and equipment
  YearsFurniture, fixtures and equipment
    
    5
 Revenue recognition
  42




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##### Table of Contents



Loss per share
  Foreign currency transactions
  Income taxes
  Stock-based compensation
   43




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##### Table of Contents



Recently Issued Accounting Pronouncements
  Related Parties
  Deferred Expenses
  NOTE 3  BUSINESS COMBINATIONS
 Share Purchase Agreement between SE Global and Sun Media
   44




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##### Table of Contents



Consideration:
    
    US$Shares of
SNMI common stock outstanding as of September 18, 2005
    
    
    9,259,370Fair value per share of SNM
    
    
    0.01108Fair value of SNMI common stock
    
    
    102,614Book value of SNMI prior to CombinationStockholders equity at September 18, 2005
    
    
    102,614
 NOTE 4  PLANT AND EQUIPMENT, NET
  As ofSeptember 30, 2005US$Furniture, fixtures and equipments
    
    
    7,419Less: Accumulated depreciation
    
    
    (1,865
    )5,554
 NOTE 5  CAPITAL STOCK
 Stock Option Plan
 2001 Stock Option Plan
  45




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##### Table of Contents



2004 Stock Option Plan
    Weighted
    
    Weighted AverageAverage
    
    RemainingNumber of
    
    Exercise Price
    
    Contractual Lifeoptions
    
    US$
    
    YearsBalance, September 18, 2005
    
    977,000
    
    0.382
    
    2.15Revere stock split adjustment
    
    (488,500)
    
    0.382
    
    Balance, September 30, 2005
    
    488,500
    
    0.765
    
    1.82
 NOTE 6  INCOME TAXES
  As ofSeptember 30, 2005Federal Income Tax Rate
    
    34.0%Effect of valuation allowance
    
    (34.0%)Effective Income Tax Rate
    
    
  As ofSeptember 30, 2005US$Income tax at statutory rates
    
    (32,620)Unrecognized benefits of non-capital losses
    
    32,620Total current income taxes
    
    
 46




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##### Table of Contents



As ofSeptember 30, 2005US$Future income tax assets (liabilities):Operating losses available for future periods
    
    32,620Valuation allowance
    
    (32,620)Net future income tax asset (liability)
    
    
  NOTE 7  PREPAYMENTS AND DEPOSITS
  As ofNotes
    
    September 30, 2005US$Deferred expenses
    
    (i)
    
    2,750Rental deposits
    
    
    
    12,945Prepaid administrative expenses
    
    
    
    9,16424,859
 (i)
    
    The amount represents a prepayment for management fees under a management agreement between
SNMI and Capital Alliance Group Inc. (CAG) which lasts for two years effective September 18,
2005. As part of the share purchase transaction between SNMI and SNMG (the Transaction),
SNMI entered into a management agreement (Management agreement) with CAG, a minority
shareholder of SNMI. Under the Management agreement, CAG provides SNMI and its subsidiaries
with advisory services, which include general corporate, administrative, technical and
management advisory services as is reasonably considered necessary or advisable by SNMI for
the due and proper management of SNMI to achieve the goals and needs of SNMI as determined by
the policies and proceedings of management and the Board of Directors and the requirements of
the Securities and Exchange Commission. SNMI is required to issue 250,000 shares to CAG in
return as consideration. The fair value of SNMIs share as of September 18, 2005 was
US$0.01108.
 47




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##### Table of Contents



NOTE 8 
    AMOUNTS DUE FROM STOCKHOLDER
 AMOUNT DUE FROM PARENT COMPANY
 
 NOTE 9  COMMITMENTS AND CONTINGENCIES
 Commitments
   As ofSeptember 30, 2005US$2006
    
    30,9652007
    
    29,16160,126
 Contingencies
   NOTE 10  OPERATING RISKS
 Credit risk
   48




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NOTE 11  REPORT OF SEGMENT INFORMATION
  NOTE 12  SUBSEQUENT EVENTS
          49




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##### Table of Contents



Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 8A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in internal control over Financial Reporting
  
 Item 8B. Other Information
  50




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##### Table of Contents



PART III
 
 Item 9. Directors and Executive Officers of the Registrant
  Date PositionName
    
    Age
    
    Position
    
    First HeldBruno Wu
    
    
    39
    
    
    Chairman and Director
    
    Sept. 12, 2005John Zongyang Li
    
    
    50
    
    
    Co-Chief Executive Officer
and Director
    
    Sept. 12, 2005Yucheng Ding
    
    
    39
    
    
    Co-Chief Executive Officer
and Director
    
    Sept. 18, 2005Kay Koplovitz
    
    
    60
    
    
    Vice-Chairman and Director
    
    Sept. 12, 2005Chauncey Shey
    
    
    47
    
    
    Vice Chairman and Director
    
    Sept. 12, 2005Herbert Kloiber
    
    
    58
    
    
    Director
    
    Jan. 4, 2006Hwee Ling Ng
    
    
    32
    
    
    Acting Chief Financial
Officer and Secretary
    
    Jan 4, 2006
 Dr. Bruno Wu, Chairman and Director.
   51




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##### Table of Contents



Mr. John Zongyang Li, Co-Chief Executive Officer and Director.
  Yucheng Ding, Co-Chief Executive Officer and Director.
 Kay Koplovitz, Vice-Chairman and Independent Director USA Networks National Womens Business Council Springboard Enterprises Boldcap Ventures LLC Koplovitz & Co., LLC
 Mr. Chauncey Shey, Vice Chairman and Independent Director.
 52




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##### Table of Contents



Dr. Herbert Kloiber, Director.
 Ms. Hwee Ling Ng, Acting Chief Financial Officer and Secretary.
  Audit Committee Financial Expert
  Compliance with Section 16(a) of the Securities Exchange Act of 1934
   53




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##### Table of Contents



Code of Ethics
  
 Item 10. Executive Compensation
 Summary of Compensation of Executive Officers
 
  Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
 Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR ValuesNumber of SecuritiesUnderlying Unexercised
    
    Value of Unexercised In-Options/SARs at FY-End
    
    the Money Options/SARsShares Acquired on
    
    Value Realized
    
    (#)
    
    at FY-End ($)Name
    
    Exercise (#)
    
    ($)
    
    Exercisable/Unexercisable
    
    Exercisable/UnexercisableToby Chu
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    380,000
 
 Note
  Compensation of Directors
  54




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##### Table of Contents



Item 11. Security Ownership of Certain Beneficial Owners and Management
 Equity Compensation Plan
 Plan Category
    
    Number of securities
    
    Weighted average
    
    Number ofto be issued upon
    
    exercise price of
    
    securitiesexercise of
    
    outstanding
    
    remaining availableoutstanding options,
    
    options, warrants
    
    for future issuancewarrants and rights
    
    and rights
    
    (excludingsecurities reflectedin column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    488,500
    
    $0.765
    

Equity compensation
plans not approved
by security holders
    
    N/A
    
    N/A
    
    N/ATotal:
    
    488,500
    
    $0.765
    
    
 
  Security Ownership of Certain Beneficial Owners and Management
    55




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##### Table of Contents



Amount and Nature of
    
    PercentageName and Address of Beneficial Owner

    Beneficial Ownership(1)
    
    of Class(1)Bruno Wu (2)

    45,583,000
    
    
    70.6
    %Yucheng Ding(3)

    35,583,000
    
    
    55.1John Zongyang Li(4)

    35,583,000
    
    
    55.1Chauncey Shey

    
    
    
    Kay Koplovitz

    
    
    
    Herbert Kloiber(5)

    1,000,000
    
    
    1.5Hwee Ling Ng

    
    
    
    Sun Media Investment Holdings Limited (SMIH) P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands

    35,583,000
    
    
    55.1Capital Alliance Group Inc.
1200 - 777 West Broadway Vancouver, BC V5Z 4J7

    7,249,511
    
    
    11.2Sun Culture Foundation Limited Room 3503,35/F.,Two International
Finance Centre, 8 Finance Street, Central, Hong Kong

    10,000,000
    
    
    15.5Rodeo Asia
Limited P.O. Box 57, Offshore Incorporation Centre, Road
Town,Tortola,British Virgin Island

    4,000,000
    
    
    6.2Tele-Munchen Fernseh-Gmbh & CO Produktionsgesellschaft,
Kaufingerstr.24 Germany

    1,000,000
    
    
    1.5Directors and Executive Officers as a Group(6)

    46,583,000
    
    
    72.2
    %
 
 Notes:(1)
    
    Based on 64,536,902 shares of common stock issued and
 outstanding as of January 4, 2006. Except as otherwise
indicated, we believe that the beneficial owners of the common
stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to
such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or
investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or
exercisable within 60 days, if any, are deemed outstanding for purposes
of computing the percentage ownership of the person holding
such option or warrants, but are not deemed outstanding for
purposes of computing the percentage ownership of any other
person.(2)
    
    Includes 35,583,000 shares held by SMIH and 10,000,000
shares held by Sun Culture Foundation. Our Chairman, Dr Bruno
Wu, is also the Chairman and Director of SMIH and a member of
the Sun Culture Foundation.(3)
    
    Includes 35,583,000 shares held by SMIH. Our Chief
Executive Office, Yucheng Ding, is also a Director and
shareholder of SMIH.(4)
    
    Includes 35,583,000 shares held by SMIH. Our Co-Chief
Executive Office, John Zongyang Li, is also a Director and
shareholder of SMIH.(5)
    
    Includes 1,000,000 shares held by Tele-Munchen Fernseh-Gmbh
& Co. Our Director, Dr Herbert Kloiber, is also the Chairman
and majority shareholder of Tele-Munchen Fernseh-Gmbh & Co. .(6)
    
    Includes 35,583,000 shares held by SMIH, 10,000,000 shares
held by Sun Culture Foundation and 1,000,000 shares held by
Tele-Munchen Fernseh-Gmbh & Co. . 
 Item 12. Certain Relationships and Related Transactions
  56




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##### Table of Contents



57




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##### Table of Contents



Item 13. Exhibits
 Exhibits
 Exhibit Number and Exhibit Title2.1
    
    Share Purchase Agreement dated July 21, 2005 by and between the
Registrant and Sun Media Investment Holdings Limited to acquire Sun
New Media Group Limited (incorporated by reference from our Current
Report on Form 8-K filed on July 22, 2005)2.2
    
    Share Purchase Agreement dated November 21, 2005 by and between the
Registrant and Sun Business Network Ltd. to acquire a group of
property holdings in Beijing and shares of Asia Premium Television
Group, Inc.(incorporated by reference from our Current Report on Form
8-K filed on November 23, 2005)2.3
    
    Share Swap Agreement by and between the Registrant and Sun Business
Network Ltd. dated November 21, 2005 (incorporated by reference from
our Current Report on Form 8-K filed on November 23, 2005)2.4
    
    Sale and Purchase Agreement by and between the Registrant, Yang Qi,
mao Quan Yi and Wu Bing Wei dated November 22, 2005 to acquire China
Focus Channel Development (HK) Limited (incorporated by reference from
our Current Report on Form 8-K filed on November 25, 2005)2.5
    
    Sale and Purchase Agreement by and between the Registrant and Sun
Media Investment Holdings Ltd. dated November 29, 2005 to acquire Sun
New Media Holdings Ltd. (incorporated by reference from our Current
Report on Form 8-K filed on December 1, 2005)2.6
    
    Sale and Purchase Agreement by and between the Registrant, Yan Hui,
Lin Min and Luan Kezhou dated December 6, 2005 to acquire Telefaith
Holdings Limited (incorporated by reference from our Current Report
on Form 8-K filed on December 8, 2005)2.7
    
    Sale and Purchase Agreement dated December 6, 2005 by and between the
Registrant and Sun Media Investment Holdings Limited to acquire
shares of Sun Business Network Ltd. (incorporated by reference from
our Current Report on Form 8-K filed on December 8, 2005)2.8
    
    Stock Purchase Agreement between Sun New Media Inc and Barron
Partners LP dated December 31, 2005 (incorporated by reference from
our Current Report on Form 8-K filed on January 6, 2006)2.9
    
    Share Purchase Agreement dated January 4, 2006 to acquire Magzone
Asia Pte Ltd (incorporated by reference from our Current Report on
Form 8-K filed on January 6, 2006)3.1
    
    Articles of Incorporation as Amended (incorporated by reference from
our Form 10-SB Registration Statement, filed June 14, 1999)3.2
    
    Certificate of Amendment to Articles of Incorporation, dated April
11, 2001 (incorporated by reference from our Form 10-KSB, filed April
1, 2002)3.3
    
    Certificate of Amendment to Articles of Incorporation, dated
September 15, 2005 (incorporated by reference from our Current Report
on Form 8-K filed on September 22, 2005)3.4
    
    Bylaws (incorporated by reference from our Form 10-SB Registration
Statement, filed June 14, 1999)
 58




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##### Table of Contents



4.1
    
    Pooling Agreement by and between dated September 18, 2005 among the
Registrant, Fidelity Transfer Company, as Trustee, Sun Media
Investment Holdings Ltd. And Capital Alliance Group Inc.
(incorporated by reference from our Current Report on Form 8-K filed
on September 22, 2005)4.2
    
    Supplementary Pooling Agreement dated December 23, 2005 among the
Registrant, Fidelity Transfer Company, as Trustee, Sun Media
Investment Holdings Ltd. And Capital Alliance Group Inc.
(incorporated by reference from our Current Report on Form 8-K filed
December 27, 2005)10.1
    
    Finders Fee Agreement by and between the Registrant and Yu Hiyang and
Beckford Finance SA dated July 21, 2005 (incorporated by reference
from our Current Report on Form 8-K filed on July 22, 2005)10.2
    
    Stock Purchase Agreement by and between Capital Alliance and Sun
Media dated July 21, 2005 (incorporated by reference from our Current
Report on Form 8-K filed on July 22, 2005)10.3
    
    Management Agreement by and between the Registrant and Capital
Alliance dated September 18, 2005 (incorporated by reference from our
Current Report on Form 8-K filed on September 22, 2005)10.4
    
    Share Holding Agreement by between Capital Alliance, SE Global and
Sun Media Investment Holdings Ltd. dated September 18, 2005
(incorporated by reference from our Current Report on Form 8-K filed
on September 22, 2005)10.5
    
    Stock Purchase Agreement dated December 31, 2005 by and between Sun
New Media Inc. and Barron Partners LP(incorporated by reference from
our Current Report on Form 8-K filed on January 6, 2006)14.1
    
    Code of Ethics21
    
    Subsidiaries of Sun New Media, Inc.23.1
    
    Consent of Moores Rowland Mazars31.1
    
    Certificate of Co-CEO as Required by Rule 13a-14(a)/15d-1431.2
    
    Certificate of Co-CEO as Required by
Rule 13a-14(a)/15d-1431.3
    
    Certificate of Acting CFO as Required by Rule 13a-14(a)/15d-1432.1
    
    Certificate of Co-CEO as Required by Rule 13a-14(b) and
Rule 15d-14(b) and Section 1350 of Chapter 63
of Title 18 of the United States Code32.2
    
    Certificate of Co-CEO as Required
by Rule 13a-14(b) and Rule 15d-14(b) and Section 1350
of Chapter 63 of Title 18 of the United States Code32.3
    
    Certificate of Acting CFO as
Required by Rule 13a-14(b) and Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code
 59




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  September 30,
    
    
    December 31,2005
    
    
    2004Audit Fees
    
    $
    20,000
    
    
    
    Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    

    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    20,000
    
    
    
 Dale Matheson Carr-Hilton Labonte
  September 30,
    
    
    December 31,2005
    
    
    2004Audit Fees
    
    $
    37,950
    
    
    $
    30,500Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    37,950
    
    
    $
    30,500
 60




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##### Table of Contents



SIGNATURES
  SUN NEW MEDIA, INC.
 By:
    
    /s/ John Zongyang LiMr. John Zongyang Li, Co-Chief Executive OfficerDate: January 13, 2006
 Securities Exchange Act of 1934
 By:
    
    /s/ Bruno Wu
    
    
    
    By:
    
    /s/ John Zongyang LiBruno Wu, Chairman and Director
    
    
    
    John Zongyang Li, Co-Chief ExecutiveDate: January 13, 2006
    
    
    
    Officer and Director (Principal Executive Officer)Date: January 13, 2006By:
    
    /s/ Yucheng Ding
    
    
    
    By:Yucheng Ding, Co-Chief
Executive Officer and Director
    
    
    
    Kay Koplovitz,
Vice-Chairman and DirectorDate: January 13, 2006
    
    
    
    Date: January 13, 2006By:
    
    /s/ Chauncey Shey
    
    
    
    By:Chauncey Shey,
Vice-Chairman and Director
    
    
    
    Herbert Kloiber, DirectorDate: January 13, 2006Date: January 13, 2006By:
    
    /s/ Hwee Ling NgHwee Ling Ng, Acting CFO and CompanySecretary (Principal Financial Officer)Date: January 13, 2006
 61




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##### Table of Contents



Exhibit No.
    
    Exhibit Title2.1
    
    Share Purchase Agreement dated July 21, 2005 by and between
the Registrant and Sun Media Investment Holdings Limited to
acquire Sun New Media Group Limited (incorporated by reference
from our Current Report on Form 8-K filed on July 22, 2005)2.2
    
    Share Purchase Agreement dated November 21, 2005 by and
between the Registrant and Sun Business Network Ltd. to
acquire a group of property holdings in Beijing and shares of
Asia Premium Television Group, Inc.(incorporated by reference
from our Current Report on Form 8-K filed on November 23,
2005)2.3
    
    Share Swap Agreement by and between the Registrant and Sun
Business Network Ltd. dated November 21, 2005 (incorporated by
reference from our Current Report on Form 8-K filed on
November 23, 2005)2.4
    
    Sale and Purchase Agreement by and between the Registrant,
Yang Qi, mao Quan Yi and Wu Bing Wei dated November 22, 2005
to acquire China Focus Channel Development (HK) Limited
(incorporated by reference from our Current Report on Form 8-K
filed on November 25, 2005)2.5
    
    Sale and Purchase Agreement by and between the Registrant and
Sun Media Investment Holdings Ltd. dated November 29, 2005 to
acquire Sun New Media Holdings Ltd. (incorporated by reference
from our Current Report on Form 8-K filed on December 1, 2005)2.6
    
    Sale and Purchase Agreement by and between the Registrant, Yan
Hui, Lin Min and Luan Kezhou dated December 6, 2005 to acquire
Telefaith Holdings Limited (incorporated by reference from our
Current Report on Form 8-K filed on December 8, 2005)2.7
    
    Sale and Purchase Agreement dated December 6, 2005 by and
between the Registrant and Sun Media Investment Holdings
Limited to acquire shares of Sun Business Network Ltd.
(incorporated by reference from our Current Report on Form 8-K
filed on December 8, 2005)2.8
    
    Stock Purchase Agreement between Sun New Media Inc and Barron
Partners LP dated December 31, 2005 (incorporated by reference
from our Current Report on Form 8-K filed on January 6, 2006)2.9
    
    Share Purchase Agreement dated January 4, 2006 to acquire
Magzone Asia Pte Ltd (incorporated by reference from our
Current Report on Form 8-K filed on January 6, 2006)3.1
    
    Articles of Incorporation as Amended (incorporated by
reference from our Form 10-SB Registration Statement, filed
June 14, 1999)3.2
    
    Certificate of Amendment to Articles of Incorporation, dated
April 11, 2001 (incorporated by reference from our Form
10-KSB, filed April 1, 2002)3.3
    
    Certificate of Amendment to Articles of Incorporation, dated
September 15, 2005 (incorporated by reference from our Current
Report on Form 8-K filed on September 22, 2005)3.4
    
    Bylaws (incorporated by reference from our Form 10-SB
Registration Statement, filed June 14, 1999)4.1
    
    Pooling Agreement by and between dated September 18, 2005
among the Registrant, Fidelity Transfer Company, as Trustee,
Sun Media Investment Holdings Ltd. And Capital Alliance Group
Inc. (incorporated by reference from our Current Report on
Form 8-K filed on September 22, 2005)
 62




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##### Table of Contents



Exhibit No.
    
    Exhibit Title4.2
    
    Supplementary Pooling Agreement dated December 23, 2005 among
the Registrant, Fidelity Transfer Company, as Trustee, Sun
Media Investment Holdings Ltd. And Capital Alliance Group Inc.
(incorporated by reference from our Current Report on Form 8-K
filed December 27, 2005)10.1
    
    Finders Fee Agreement by and between the Registrant and Yu
Hiyang and Beckford Finance SA dated July 21, 2005
(incorporated by reference from our Current Report on Form 8-K
filed on July 22, 2005)10.2
    
    Stock Purchase Agreement by and between Capital Alliance and
Sun Media dated July 21, 2005 (incorporated by reference from
our Current Report on Form 8-K filed on July 22, 2005)10.3
    
    Management Agreement by and between the Registrant and Capital
Alliance dated September 18, 2005 (incorporated by reference
from our Current Report on Form 8-K filed on September 22,
2005)10.4
    
    Share Holding Agreement by between Capital Alliance, SE Global
and Sun Media Investment Holdings Ltd. dated September 18,
2005 (incorporated by reference from our Current Report on
Form 8-K filed on September 22, 2005)10.5
    
    Stock Purchase Agreement dated December 31, 2005 by and
between Sun New Media Inc. and Barron Partners LP(incorporated
by reference from our Current Report on Form 8-K filed on
January 6, 2006)14.1
    
    Code of Ethics21
    
    Subsidiaries of Sun New Media, Inc.23.1
    
    Consent of Moores Rowland Mazars31.1
    
    Certificate of Co-CEO as Required by Rule 13a-14(a)/15d-1431.2
    
    Certificate of Co-CEO as Required by
Rule 13a-14(a)/15d-1431.3
    
    Certificate of Acting CFO as Required by Rule 13a-14(a)/15d-1432.1
    
    Certificate of Co-CEO as Required by Rule 13a-14(b) and
Rule 15d-14(b) and Section 1350 of Chapter 63
of Title 18 of the United States Code32.2
    
    Certificate of Co-CEO as Required
by Rule 13a-14(b) and Rule 15d-14(b) and Section 1350
of Chapter 63 of Title 18 of the United States Code32.3
    
    Certificate of Acting CFO as
Required by Rule 13a-14(b) and Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code
 63