U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2004

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from               to
                                    -------------   ------------


                           SEA SUN CAPITAL CORPORATION
                      -------------------------------------
                     (Name of small business in its charter)

           Delaware                       000-32307               59-3518707
 ------------------------------         -------------          ----------------
(State or other jurisdiction of         (Commission             (IRS Employer
 Incorporation or organization)         file number.)          Identification #)

                               424 Brookmill Road
                      -------------------------------------
                     (Address of Principal Executive Office
                               street and number)

                        Oakville, Ontario L6J 5K5, Canada
                       ----------------------------------
                            City, State and ZIP Code

Issuer's telephone number: (905) 844-3680

Securities registered under Section 12(b) of the Act:

Title of each class   N/A

Securities registered under Section 12(g) of the Act:

                          Common Stock $.001 par value
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and




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                                                                               2



(2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

             Issuer's revenue for its most recent fiscal year: $-0-

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked priced of such stock, as of a specified date within the past 60
days (See definition of affiliate in Rule 12b-2):$-0-

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 18,184,061 as of April 30, 2005.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.

Forward-Looking Statements
--------------------------

Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27 A of the Securities Exchange Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). These forward-looking statements can be
identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates," "plans,"
"may," "intends," "will," or similar terms. These statements appear in a number
of places in this report and include statements regarding the intent, belief or
current expectations of the Corporation, its directors or its officers with
respect to, among other things: (i) the Corporation's business and growth
strategies and the Corporation's financing plans.

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ from those projected in the
forward-looking statements.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General
-------




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Alpha Holding, Inc. (the "Corporation") was incorporated under the laws of the
State of Delaware on August 19, 1997. On September 30, 2004, the Corporation
changed its name to Sea Sun Capital Corporation. On December 16, 2004, the
Corporation acquired all of the issued and outstanding shares of Sea Sun Capital
Corporation, an Alberta, Canada, corporation in exchange for restricted shares
of the Corporation's common stock, and the sole operating business of the
Corporation became that of its subsidiary.

Business of the Corporation
---------------------------

Sea Sun owns the worldwide manufacturing and distribution rights for the
environmentally friendly Sea Vu glass bottom watercraft and in January and March
2005 added the new SEA SPI I and SEA SPI II respectively to its product line.

Both the Sea Vu and SEA SPI are powered by an electric motor. The Sea Vu is
steered by an eight-way joystick. The SEA SPI uses a direct handle steering
system which provides maximum control of the unit. The hull design on the
products incorporates a viewing window at the bow water line, allowing an
increased angle for water to roll off the window rather than create bubbles
which distorts the user's underwater view. Water clarity is the only limiting
factor affecting viewing distance, allowing the user to see up to 100 feet or
more.

The Corporation currently has offices in two Canadian cities, Kelowna, British
Columbia, and Oakville, Ontario, and one in Hong Kong. The Corporation plans to
establish offices in Florida, and Brisbane, Australia, in 2005.

The Corporation will sell the new SEA SPI watercraft through an established
dealer network. The Corporation will also derive revenue through the sale of
individual locations and collect royalties on the boats installed in these
locations. In many cases the Corporation will provide a complete turnkey
operation for the investor.

The Corporation will initially focus the majority of its efforts on the
Mediterranean, Mexican, Caribbean, Asian and Australian markets.

THE PRODUCT
-----------

The Sea Vu and recently introduced SEA SPI personal watercraft opens the
underwater world to divers and non-divers. These products can be used on all
waterways and the design ensures stability on the water.

Sea Sun believes that if using its personal watercraft is truly going to be a
fun experience for tourists then the entire boat has to be designed to be easy
to operate for the user and easy to maintain for the water sports operator. The
new SEA SPI I introduced in February 2005 and the SEA SPI II in March 2005 have
been redesigned with these objectives in mind.

Environmentally unimposing, the watercraft glides slowly over the reef
structures as the underwater world comes into view. The product allows large



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numbers of interested visitors to view coral reefs up close without the risk of
damage to the delicate corals.

The manufacturer the Corporation has selected to manufacture the fiberglass
component of the boat is Phoenix Fibreglass in Kelowna, British Columbia,
Canada. The assembly of the boat is provided by EKO-C Innovations Inc. also of
Kelowna. There is a one-year manufacturing warranty on all products. The
extraordinary characteristics of fiberglass allowed the Sea Vu to be formed into
a variety of shapes including compound curves with remarkable detail.

The SEA SPI's hull is designed to provide maximum load and stability for the
craft and accommodate the propulsion system sectioned and filled with foam to
provide additional strength and positive flotation. The SEA SPI also satisfies
all safety standards. The high buoyancy and stability allow the products to be
used on many different types of water.

The deck design incorporates a new ergonomically correct position to provide
maximum comfort for the operator, eliminates water leakage and has also been
designed to be self bailing. Should the watercraft be flooded with a large wave
the water will rush off in three directions. This design feature provides for
maximum safety. Both the Sea Vu and SEA SPI comply with all United States Coast
Guard and European Union Category 3 standards.

The single most important aspect of the watercraft is a viewing window at the
bow water line which offers an unparalleled view of the beauty of the underwater
world. The lens is optically correct and disperses bubbles and turbulence for
clear viewing while moving. Glass-bottom boats currently in existence have to be
stopped in order to allow a clear underwater view. The new SEA SPI product line
incorporates a larger viewing lens than the previous Sea Vu increasing the
users' viewing range.

The product's design results in a reduction in hull noise that eliminates any
noise that may alarm marine life. Marine life and forms however are not confined
to deep water. The product's exclusive design also allows the craft to be
operated in only 12 inches of water. This feature allows the user to discover an
undersea world that is rich in beauty and teeming with magnificent marine life.

The new SEA SPI I is powered by a high-performance Mercury Marine motor with 82
pounds of thrust that maximizes the unit's maneuverability. The new two person
SEA SPI II has two motors. The key advantages to this motor include: it is
maintenance free; completely sealed to prevent galvanic corrosion; provides
higher throughput; is quiet; has a smooth performance; provides an efficient
glide; improved efficiency results in extended battery life and more time on the
water; has a soft-start feature which ramps up power in the variable mode and is
reliable. The result is a motor that self regulates -- a cooler, quieter, more
efficient running motor over an extended service life. Mercury Marine provides a
90-day warranty on this motor.

The SEA SPI has been redesigned to deepen the tunnel that adds further
protection to the thruster and propeller and also acts as a safety guard for



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people. Both models can reach speeds up to 11.5 m.p.h. and power has not been
sacrificed as a result of design changes.

The two batteries in the SEA SPI I and four in the SEA SPI II that provide power
to the motor are the latest in marine technology. They are absorbed glass mat
(AGM) batteries. These are an advanced, deep-cycle version of the same lead acid
batteries that are used in cars and trucks. The AGM batteries offer advantages
over conventional deep-cycle batteries. The AGM batteries are completely sealed
and maintenance free. No water is required and there is no risk of leaking acid.
They have a very low discharge rate when stored for long periods and will still
have ample power left in them after prolonged periods of storage. Conventional
batteries by comparison, stored over long periods of time, self-discharge and in
some instances are damaged. The AGM batteries will generally last four to five
years before they need to be replaced.

The entire wiring harness and system is now being built to the highest corrosion
proof standards. All wiring and connections now meet the highest specifications
available providing the SEA SPI with unsurpassed reliability. All connections
are easy plug connectors allowing repairs and part replacement to be done on the
beach if necessary.

A tether cord attached to the user's wrist automatically stops the craft in case
a person accidentally falls off the watercraft.

Additional features on the new models include storage that can accommodate
diving tanks, forward and reverse and an optional Bimini top.

The dimensions for the single-person SEA SPI I are 115" long by 46" wide with a
depth of 24". The craft weight without batteries is approximately 150 lbs. The
two-person SEA SPI II is 115" long by 75" wide with a depth of 24". The weight
of the craft without batteries is approximately 275 lbs. The watercraft is also
UV protected. From research and development, to quality of materials, to
features, to craftsmanship, to reliable power, the new SEA SPI watercrafts are
built to be durable.

Sea Sun offers product warranties on its products and replacement parts that are
easily installed. Improved features like these make operating a SEA SPI not only
a pleasurable experience but also a sound investment. The Corporation is
committed to distributing the best craft in this recreational category.

MANUFACTURING
-------------

Sea Sun's products will be manufactured in the city of Kelowna, British
Columbia, Canada. Phoenix Fibreglass, an `experienced boat builder', will
provide the fiberglass component. Eko-C Innovations Ltd., also of Kelowna, will
provide the assembly of the products and offers a one-year warranty on the
products. The new SEA SPI product line involves the integration of various
scientific and technical fields, hydrodynamics, aerodynamics, molding,
computer-aided design, mechanics, systems integration, ergonomics and industrial
design in order to develop a product that looks good, performs well and is able
to be manufactured at competitive prices.



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The Corporation ensures that their manufacturer and assembler adhere to only the
highest standards. Each boat is built structurally strong, quiet, and less prone
to vibration. In practical terms, when all the boats of a particular model are
created with this level of accuracy, the balance, handling, and durability of
each boat can be engineered with extreme precision.

The Corporation's boats are manufactured through a Resin Transfer Molding
("RTM") process in which reinforcement material is placed between two matching
mold surfaces. The matching mold set is then closed and clamped and resin is
injected under moderate pressures into the mold cavity. The resin is injected to
fill all voids within the mold set. The reinforcements include a variety of
fiber types, in various forms such as continuous fibers, mat or woven type
construction as well as a hybrid of more than one fiber type. This part is cured
with heat. Before the deck is mated to the hull, the wiring and system
components are installed in the hull. Finally, the hull and the deck are bonded
with a structural adhesive which creates a structurally sound one-piece unit.

Sea Sun believes that the RTM process produces tighter dimensional tolerances,
better quality finishes, faster prototypes and lower emissions than other
fiberglass manufacturing methods. Each mould will provide approximately 1,500
units.

Each newly manufactured watercraft will undergo extensive final testing before
being shipped. Many variables have to be considered in the testing including
water temperature, current, salinity as well as the varying weights and heights
of the user. The SEA SPI products will be crated at the assembler's plant and
placed in containers for delivery.

SALES AND MARKETING
-------------------

The Corporation will pursue two marketing approaches for their products.

Under the first approach the Corporation will sell locations to investors. The
pricing of the location will be dependent upon the number of Sea Spi products
chosen and the location itself.

The second marketing approach will involve selling the products outright at a
retail and wholesale level.

Before committing to a new location the Corporation will conduct a thorough
market research of the area to determine whether there is the demand for their
product and services. In most cases the Corporation will provide a complete
turnkey operation.

On average each location will include either eight SEA SPI I single-person
crafts or four SEA SPI II two-person crafts; training team and set up; set up
marketing and miscellaneous items, such as signs and banners. Location equipment
will increase depending on the size and opportunity of the location.



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                                                                               7



Under the second approach the Corporation will aggressively sell the SEA SPI
products outright through a variety of methods including dealer networks,
internal sales force, the internet, trade magazines and trade shows. The
Corporation currently has product installed in one major boat manufacturer's
retail location and intends to establish a marine dealer network which will be
supported by strong trade show programs in order to reach the planned number of
dealers and increase the volume of sales per dealer. The Corporation will
require the dealers be trained on the features of the products as well as
service and repair issues. The development of this network is part of the
process of quickly building both sales and the Sea Sun brand. The intent will be
to continue to increase the presence in the market through a combination of
selling locations, licensing, co-branding, acquisitions and the outright sale of
the SEA SPI product. As cash flow allows the Corporation will also invest in
corporately owned locations. The Corporation will continue to consider all
options for expansion while maintaining our focus on location sales and retail
sales.

The Corporation believes the cruise line marketplace represents a significant
economic opportunity. The Corporation will seek to have the cruise lines include
Sea Sun's products in their in-port activity list.

The Corporation will also target the Search and Rescue Marketplace. Based upon
the weight of the SEA SPI watercraft, each craft is easily transportable and can
be quickly launched. By comparison, personal watercraft (PWC) used in many
search and rescue operations are more difficult to launch. The Corporation has
the ability to incorporate a larger Mercury motor which would increase the speed
of the craft.

The SEA SPI can:
     >>   depending on the clarity of the water, locate a person under the
          surface
     >>   enter shallow water where other boats may not be able to go
     >>   be used in almost every type of water
     >>   transport a rescuer to a possible life saving situation

In certain cases the Corporation will offer a special program on SEA SPIs
supplied to local search and rescue operations with limited budgets. Under this
program the SEA SPI would be provided to the operation on a loan basis for a
selected period of time. The craft would have to be returned in the condition it
was received in and the maintenance and repair would be the responsibility of
the operation. The Corporation believes that this program will help promote the
SEA SPI product and provide a valuable tool to the local search and rescue
operation.

The diving market also represents a significant opportunity because divers can:

     >>   slide easily on and off the SEA SPI because the craft is at water
          level
     >>   access any area because of the maneuverability of the craft
     >>   ride comfortably without having to remove tanks or gear as they do in
          dive boats
     >>   reach environmentally protected areas where other motorized craft are
          prohibited



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                                                                               8



     >>   easily determine dive points through the use of the viewing window
     >>   now store their equipment on the newly designed SEA SPI

The use of the new two-person SEA SPI provides divers with an inexpensive safe
way to search for new dive sites. The best diving locations are often within one
mile of the shoreline. Dive charter boat excursions are usually limited and
somewhat expensive to operate within this distance. Diving from shore is
dangerous because of the fatigue factor. The SEA SPI provides an excellent
environmentally friendly scouting platform offering the divers flexibility along
with quiet operation that ensures the marine life will not be frightened away.
The SEA SPI also offers a storage compartment for the divers' gear. The benefit
of the unit also extends to couples where one person dives and the other person
can view the experience safely from above. This will allow a unique interaction
between divers and non divers.

Sea Sun will provide products other than watercraft to their customers. The
Corporation plans to provide merchandise, such as life preservers, sun hats,
clothing and lotions, to promote the SEA SPI name and experience.

The Corporation will attend and participate in a number of trade shows in 2005
to promote the SEA SPI product. This activity builds both customer and dealer
awareness and often generates sales. The Mercury name will also be prominently
displayed on advertising material.

The Corporation is aware that in order to continue to be successful that it has
to develop an e-commerce strategy. This strategy will be developed gradually as
time and resources permit. As the Corporation expands internationally, it will
develop a secure Web site that would contain a directory listing with telephone
number, e-mail and address of all locations and their contact information. This
Web site will allow the Corporation to communicate all news, bulletins and
general information to their partners. This Web site will also contain user
manuals, training manuals and service manuals. A bulletin board will allow
investors and managers to post questions and give and receive advice from other
managers and owners. The Internet offers the logical solution for the
Corporation's communications, education, training and testing objectives.

COMPETITION
-----------

Many resorts offer water-skiing, jet skiing and parasailing. Other resort
activities include extensive activities on, in and under the water including
snorkel excursions, motorboat journeys, sailing, deep-sea diving, deep-sea
fishing, windsurfing, surfing, sub-water walk and kayak trips. Although
management believes that the Sea Vu currently has no direct product competition,
all of the foregoing activities compete for the tourist's business.

Sea Sun's major competition is the Personal Water Craft ("PWC') which has
undergone a significant growth pattern, especially over the last decade. PWC
became commercially available 30 years ago when Kawasaki Motors Corporation
introduced the Jet Ski. This craft allowed one person to maneuver a small boat
while standing up. Recent models, allow as many as three people on board, can



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                                                                               9



pull a water skier, and can reach speeds of 60 mph. PWCs, however, are
significantly more dangerous than the Corporation's products.

Although the PWC represents less than 10 percent of all vessels, they represent
55 percent of all collisions between vessels on U.S. waterways. The number of
boating accidents that involve PWCs is higher than the proportion of automobile
accidents that involve drunk driving.

In addition, many countries and resorts are limiting or banning use of PWCs
because of environmental concerns such as emissions from fuel and oil and noise.

The Corporation believes that their pricing for 90 minute tours is very
competitive with that of other water sports activities.

Administrative Offices
----------------------

The Corporation currently maintains offices at 424 Brookmill Road, Oakville,
Ontario L6J 5K5, Canada, telephone (905)844-3680, and at 4196 Gallaghers Forest
South, Kelowna, BC V1W 4X2, Canada, telephone (604) 862-6159.

Other than these officers' addresses, the Corporation does not currently
maintain any other office facilities. The Corporation pays no rent or other fees
for the use of these addresses as they are used by the Corporation's President
and Chairman, respectively, for other usage.

Research and Development
------------------------

During the years ended December 31, 2004 and 2003, the Company expended
approximately $36,657 and $18,584, respectively, on research and development.

Employees
---------

The Corporation currently has two full-time employees. Management does not
anticipate a need to engage any additional full-time employees until such time
as it opens permanent administrative offices. No remuneration will be paid to
the Corporation's officers except as set forth under "Executive Compensation"
and under "Certain Relationships and Related Transactions."


ITEM 2. DESCRIPTION OF PROPERTY

The Corporation currently maintains offices at 424 Brookmill Road, Oakville,
Ontario L6J 5K5, Canada, telephone (905)894-3680, and at 4196 Gallaghers Forest
South, Kelowna, British Columbia V1W 442, Canada, telephone (604) 862-6159.

The Corporation currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future. However, the policy of the Corporation with respect
to investment in real estate assets could be changed in the future without a
vote of security holders.




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ITEM 3. LEGAL PROCEEDINGS

The Corporation is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No director, officer or affiliate of the Corporation, and no owner of record or
beneficial owner of more than 5.0 percent of the securities of the Corporation,
or any associate of any such director, officer or security holder is a party
adverse to the Corporation or has a material interest adverse to the Corporation
in reference to pending litigation.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders of the Corporation
during the quarter ended December 31, 2004.


                                     Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no established public trading market for the Corporation's
securities since its inception on August 19, 1997, and there can be no assurance
that such market will develop. As of December 31, 2004, there were 16,937,228
shares outstanding, and the Corporation had 94 shareholders of record. No
dividends have been paid to date and the Corporation's Board of directors does
not anticipate paying dividends in the foreseeable future.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion relates to the results of our operations to date, and
our financial condition: This report contains forward looking statements
relating to our Corporation's future economic performance, plans and objectives
of management for future operations, projections of revenue mix and other
financial items that are based on the beliefs of, as well as assumptions made by
and information currently known to, our management. The words "expects, intends,
believes, anticipates, may, could should" and similar expressions and variations
thereof are intended to identify forward-looking statements. The cautionary
statements set forth in this section are intended to emphasize that actual
results may differ materially from those contained in any forward looking
statement.

Critical Accounting Policies and Estimates
------------------------------------------

Our discussion and analysis of financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure or contingent liabilities. We base these
estimates on our historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, and these estimates form the
basis for our judgments concerning the carrying values of assets and liabilities
that are not readily apparent from other sources. We periodically evaluate these



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estimates and judgments based on available information and experience. Actual
results will differ from our estimates under different assumptions and
conditions. If actual results significantly differ from our estimates, our
financial condition and results of operations could be materially impacted.

We believe that the accounting policies described below are critical to
understanding our business, results of operations and financial condition
because they involve more significant judgments and estimates used in the
preparation of our consolidated financial statements. An accounting policy is
deemed to be critical if it requires an accounting estimate to be made based on
assumptions about matters that are highly uncertain at the time the estimate is
made, and if different estimates that could have been used, or changes in the
accounting estimates that are reasonably likely to occur periodically, could
materially impact our consolidated financial statement. We have discussed the
development, selection and application of our critical accounting policies with
the audit committee of our board of directors, and our audit committee has
reviewed, our disclosure relating to our critical accounting policies in this
"Management's Discussion and Analysis or Plan of Operations."

Revenue Recognition
-------------------

The Corporation follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 101 for revenue recognition. In general, the
Corporation records revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably assured.
Revenues derived from the sale of boats and other products are recognized upon
shipment and title passes to the customer.

Foreign Currency Translation
----------------------------

Transactions and balances originally denominated in U.S. dollars are presented
at their original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards (SFAS) No. 52, "Foreign Currency Translation," and are included in
determining net income or loss.

For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date. Revenues and
expenses are translated at weighted average exchange rates for the period to
approximate translation at the exchange rates prevailing at the dates those
elements are recognized in the financial statements. Translation adjustments
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining comprehensive loss.

The functional currency of the Corporation's subsidiaries is the local currency
(Canadian dollar). The financial statements of the subsidiary are translated to
United States dollars using year-end rates of exchange for assets and



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liabilities ($.830979 U.S. Dollars to one Canadian Dollar), and average rates of
exchange for the period for revenues, costs, and expenses ($.771686 and $.720300
U.S. Dollars to one Canadian Dollars for the year ended December 31, 2004 and
the period of February 19, 2003 through December 31, 2003 respectively). Net
gains and losses resulting from foreign exchange transactions are included in
the consolidated statements of operations and were not material during the
periods presented. The cumulative translation adjustment and effect of exchange
rate changes on cash at December 31, 2004 was not material.

Results of Operation
--------------------

The Corporation had no revenue for the years ended December 31, 2004 and 2003.
The Corporation's selling, general and administrative expenses for the year
ended December 31, 2004, were $347,731 and for the year ended December 31, 2003,
were $898,360.

The Corporation does not believe that revenues for the year ended December 31,
2004 are indicative of revenues that the Corporation will incur in future
periods. The Corporation's management believes that revenues will increase in
the next several years due to the following reasons:

Liquidity and Sources of Capital
--------------------------------

As of December 31, 2004, the Corporation had current assets of $218,301, current
liabilities of $172,491 and working capital of $45,810 and shareholders' equity
of $379,539.

The Corporation's working capital is not currently sufficient for the
Corporation to implement its business plan. However, the Corporation believes
its income from current operations will be sufficient for its current liquidity
needs. In March and April 2005 the Corporation received deposits on a total of
five locations. The Corporation anticipates that it will begin booking retail
orders in May 2005. In addition the Corporation is working with potential
investors who have expressed an interest in investing in the Corporation and the
Corporation expects to raise additional capital from those investors to
supplement its liquidity needs.

Research and Development
------------------------

The Corporation will continue to invest in research and development over the
next 12 months as their cash flow permits.

Equipment Purchases
-------------------

The Corporation will continue to outsource their manufacturing and does not
anticipate any major equipment acquisitions or purchases.

Growth
------

Based upon current projections the Corporation plans to fill critical management
and administrative positions over the next 12 months.



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Recent accounting pronouncements
--------------------------------

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of December 31, 2003 did not have a material impact on the
Corporation's financial condition or results of operations.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Corporation does not have any variable interest
entities created after January 31, 2003. For those arrangements entered into
prior to January 31, 2003, the FIN 46 provisions are required to be adopted at
the beginning of the first interim or annual period beginning after June 15,
2003.

The Corporation has not identified any variable interest entities to date and
will continue to evaluate whether it has variable interest entities that will
have a significant impact on its consolidated balance sheet and results of
operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.


ITEM 7. FINANCIAL STATEMENTS.

See Financial statements




<PAGE>


                                                                              14



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On September 17, 2004, the Corporation engaged the accounting firm of Child
Sullivan & Corporation as its independent accountants to review the
Corporation's financial statements beginning with the fiscal quarter ended
September 30, 2004, and to audit the Corporation's financial statements
beginning with fiscal year ending December 31, 2004 and from inception. The
Corporation amicably concluded its relationship with its former accountants
Livingston, Wachtel & Company with the appointment of Child Sullivan &
Corporation.

There have been no disagreements with accountants on accounting matters or
financial disclosure.


ITEM 8A. Controls and Procedures

We carried out an evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer and Chairman, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act rules 13a-15(e) and 15d-15(e).
Based upon that evaluation, the Chief Executive office and Chairman concluded
that our disclosure controls and procedures as of December 31, 2004 are
effective in timely alerting them to material information relating to the
Corporation required to be included in our periodic SEC filings. The design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.


ITEM 8B. Other Information

N/A


                                    Part III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Corporation are as
follows:

Name                        Age         Position(s) held
----                        ---         ----------------
Rodney Koch                 41          Chairman and Director

Graham Millington           55          President, Chief Executive Officer and
                                        Director

Wayne Izumi                 56          Director and Secretary



<PAGE>


                                                                              15



The directors named above will serve until the next annual meeting of the
Corporation's stockholders. Thereafter, directors will be elected for one year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Corporation and
any other person pursuant to which any director or officer was or is to be
selected as a director or officer.

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

Rodney Koch -- Chairman. Mr. Koch, 41, is a founder and has been a Director of
the Corporation since May 2004. Mr. Koch has been responsible for all aspects of
the Corporation. As the Corporation moves forward his focus will be directed to
marketing. Mr. Koch has extensive experience in the design, molding and
manufacture of fiberglass based products as well as electric propulsion systems.
Mr. Koch has been involved in this project for the last four years. Prior to
entering the leisure water sports business, he was President of a private
consulting firm that provided business solutions for companies. Mr. Koch a
resident of Kelowna, British Columbia, Canada, where he will continue to oversee
the manufacturing, design and marketing of the Corporation's products.

Graham Millington -- President and Chief Executive Officer. Mr. Millington has
been a director of the Corporation since May 2004. Mr. Millington and has more
than 30 years of experience with finance and manufacturing companies. He has
held senior executive positions in a number of public and private companies
during his career. Prior to joining the Corporation he was C.F.O. of a public
corporation in the health care business and before that served as president and
major shareholder of a beverage Corporation. Mr. Millington will focus on
developing the infrastructure of the Corporation. Particular attention will be
directed to all areas of finance and the development of the public Corporation.
Mr. Millington, 55, a director, holds a BA in Arts and a Graduate Business
Degree. Mr. Millington is a resident of Oakville, Ontario, Canada.

Wayne Izumi -- Director and Secretary Treasurer. Mr. Izumi has been a director
of the Corporation since May 2004. Mr. Izumi, 56, is president and a director of
Stoller Canada Inc., a Canadian agricultural chemical Corporation and Izumi
Outdoors Inc., a multi-media Corporation. He is a successful businessman,
entrepreneur and a well respected member of the community. Mr. Izumi is also a
founder and director of Izumi Outdoors which has been in the fishing business
for almost 20 years. This company has several divisions including television,
radio and magazine. Mr. Izumi is a resident of Ancaster, Ontario, Canada.



<PAGE>


                                                                              16



Our Board of Directors oversees management's business conduct and currently
performs the functions of an Audit Committee. The Corporation plans to name
independent directors for the Audit Committee.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Rodney Koch and Graham Millington, officers and directors of the Corporation,
and beneficial owners of more than 10 percent of the Corporation's common stock,
were each required to file an Initial Statement of Beneficial ownership of
Securities on Form 3 at the time they acquired their ownership in the
Corporation's stock. They have each represented to the Corporation that they
will complete all required filings under Section 16(a) on or before May 30,
2005.


ITEM 10. EXECUTIVE COMPENSATION

Other than reimbursement for expenses no officer or director received any
remuneration from the Corporation during the fiscal year ended December 31,
2004. Directors of the Corporation do not receive any compensation. See "Certain
Relationships and Related Transactions." The Corporation has no stock option,
retirement, pension, or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may recommend adoption
of one or more such programs in the future.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the end of the Corporation's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or more
of the outstanding Common Stock of the Corporation. Also included are the shares
held by all executive officers and directors as a group.

Name of Shareholder and                   Number of Shares      Percentage of
Address of Shareholder                           Held          Issued Capital
--------------------------------------------------------------------------------

1. Sea Horse International
   Ventures Inc. Corporation                  3,860,000             21.23%
   4146 Gallaghers Forest S.
   Kelowna, B.C. V1W 4x2
2. Rodney Koch                                3,000,000             17.71%
   4146 Gallaghers Forest S.
   Kelowna, B.C. V1W 4x2
3. Graham Millington                          3,430,225             20.25%
   424 Brookmill Rd.
   Oakville, Ont. L6J 5K5
4. Halcyon Equities LLC                       1,700,000             10.04%
   515 Madison Ave., Suite 2100,
   New York, NY 10022
All officers and directors as a group
(2 persons)                                  10,290,225*            60.76%




<PAGE>


                                                                              17



*Includes 3,860,000 shares owned by Sea Horse International Ventures Inc.
Corporation of which Rodney Koch is beneficial owner.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2004, the Corporation owed $136,610 to an affiliate of Rodney
Koch. Other than that transaction, there have been no material transactions,
series of similar transactions, currently proposed transactions, or series of
similar transactions, to which the Corporation or any of its subsidiaries was or
is to be a party, in which the amount involved exceeds $60,000.00 and in which
any director or executive officer, or any security holder who is known to the
Corporation to own of record or beneficially more than 5 percent of the
Corporation's Common Stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.
-----------

3.1       Articles of Incorporation (Incorporated by reference from Registration
          Statement on Form 10-SB filed with the Securities and Exchange
          Commission on February 7, 2001.)

3.2       Bylaws (Incorporated by reference from Registration Statement on Form
          10-SB filed with the Securities and Exchange Commission on February 7,
          2001.)

14.1      Code of Ethics (Incorporated by reference from Form 10-KSB file with
          the Securities and Exchange Commission on April 27, 2004.)

31.1      Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification Under Section 906 of the Sarbanes-Oxley Act of 2002

     (b)  The Corporation did not file any reports on Form 8-K during the
quarter ended December 31, 2004.




<PAGE>


                                                                              18



ITEM 14. Principal Accountant Fees and Services

Audit Fees
----------

The aggregate fees billed us for each of the last two fiscal years for
professional services rendered by our principal accountant, Child, Sullivan &
Company, for the audits of our annual financial statements and review of our
quarterly financial statements is $7,000 and $8,000, for the years ending
December 31, 2004 and 2003, respectively.

Audit-Related Fees
------------------

There were no fees billed in 2004 for professional services that are reasonably
related to the audit or review of your financial statement that are not covered
in the Audit Fees" disclosure above.

Tax Fees
--------

There were no fees billed for the year 2004 for professional services rendered
by our auditors for tax advice and planning.

All Other Fees
--------------

There were no fees billed for the year 2004 for professional services rendered
by our audits for all other services not disclosed above.



<PAGE>


                                                                              19



                                   SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated:  May 6, 2005

                                        SEA SUN CAPITAL CORPORATION



                                        By:  /s/  Graham Millington
                                           -------------------------------------
                                           Graham Millington, CEO
                                           President and Chief Executive Officer



                                        By:  /s/  Wayne Izumi
                                           -------------------------------------
                                           Wayne Izumi, Secretary and Treasurer


<PAGE>


















                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2004




<PAGE>





                           SEA SUN CAPITAL CORPORATION

                        Consolidated Financial Statements


                                December 31, 2004


                                    Contents

Report of Independent Registered Public Accounting Firm......................1

Consolidated Financial Statements

Consolidated Balance Sheet...................................................2
Consolidated Statements of Operations and Comprehensive Loss.................3
Consolidated Statements of Stockholders' Equity .............................4
Consolidated Statements of Cash Flows........................................5
Notes to Consolidated Financial Statements ................................6-9


<PAGE>










             Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders
Sea Sun Capital Corporation


We have audited the consolidated balance sheet of Sea Sun Capital Corporation as
of December 31, 2004, and the related consolidated  statements of operations and
comprehensive  loss,  stockholders'  equity  and cash  flows for the year  ended
December 31, 2004,  and for the period of February 19, 2003 (date of  inception)
through  December 31, 2003,  and for the period from  February 19, 2003 (date of
inception)  to  December  31,  2004.   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 audits.

We conducted  our audit 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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Sea Sun Capital
Corporation  as of December 31, 2004,  and the results of its operations and its
cash  flows for the year  ended  December  31,  2004,  and for the  period  from
February 19, 2003 (date of  inception)  through  December 31, 2003,  and for the
period from  February 19, 2003 (date of  inception)  to December  31,  2004,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated  financial  statements,  the Company has incurred  significant  net
losses  since  inception.  This raises  substantial  doubt  about the  Company's
ability to meet its obligations and to continue as a going concern. Management's
plans in  regard  to this  matter  are  described  in Note 7.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Child, Sullivan & Company
Kaysville, Utah
March 31, 2005





                                       F-1
<PAGE>






<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004


ASSETS

<S>                                                                      <C>
Current assets:
   Cash in bank                                                          $     213,771
   Inventory                                                                     4,530
                                                                         --------------
      Total current assets                                                     218,301

Fixed assets:
   Boats and accessories                                                       241,640
   Office equipment                                                              1,682
                                                                         --------------
      Total fixed assets                                                       243,322
   Less accumulated depreciation                                               (37,157)
                                                                         --------------
      Net fixed assets                                                         206,165

Other assets:
   Intangible asset (note 5)                                                   127,564
                                                                         --------------
Total assets                                                             $     552,030
                                                                         ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                      $      15,803
   Accounts payable - related parties (note 6)                                 156,688
                                                                         --------------
      Total current liabilities                                                172,491

Stockholders' equity:
   Preferred stock; $.001 USD par value, 50,000,000 shares
authorized, no shares issued and outstanding (note 4)                                -
   Common stock; $.001 USD par value, 100,000,000 shares authorized,
      16,937,228 shares issued and outstanding (note 4)                         16,937
   Common stock subscribed (note 4)                                            306,208
   Capital in excess of par value                                            1,557,251
   Accumulated other comprehensive loss                                        (94,607)
   Deficit accumulated during the development stage                         (1,406,250)
                                                                         --------------
      Total stockholders' equity                                               379,539
                                                                         --------------
Total liabilities and stockholders' equity                               $     552,030
                                                                         ==============
</TABLE>









                 See accompanying notes to financial statements.

                                       F-2
<PAGE>






<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


                                                                                                  Cumulative
                                                                       From Inception,         from Inception,
                                                  Year Ended        February 19, 2003, to   February 19, 2003, to
                                              December 31, 2004       December 31, 2003       December 31, 2004
                                             --------------------    --------------------    --------------------

<S>                                          <C>                     <C>                     <C>
Revenue                                      $                 -     $                 -     $                 -

Expenses:
   Professional fees                                     174,734                 821,179                 995,913
   Research and development                               36,657                  18,584                  55,241
   Wages                                                  50,980                  19,808                  70,788
   Depreciation                                           34,506                  -                       34,506
   Travel, meals, and entertainment                       35,876                  23,549                  59,425
   Office expenses                                         8,784                   4,999                  13,783
   Advertising                                             1,626                   267                     1,893
   Other general and administrative                        4,568                   9,974                  14,542
                                             --------------------    --------------------    --------------------
           Total expenses                                347,731                 898,360               1,246,091
                                             --------------------    --------------------    --------------------

Net loss from operations                                (347,731)               (898,360)             (1,246,091)

Other income (expense)
   Loss on disposal of fixed assets                      (22,147)                      -                 (22,147)
   Interest income                                            10                      14                      24
                                             --------------------    --------------------    --------------------
Total other income (expense)                             (22,137)                     14                 (22,123)
                                             --------------------    --------------------    --------------------

Net loss before income taxes                            (369,868)               (898,346)             (1,268,214)
    Provision for income taxes                                 -                       -                       -
                                             --------------------    --------------------    --------------------
Net loss                                                (369,868)               (898,346)             (1,268,214)

Foreign currency translation adjustments                 (27,866)                (66,741)                (94,607)
                                             --------------------    --------------------    --------------------

Total Comprehensive Loss                     $          (397,734)    $          (965,087)    $        (1,362,821)
                                             ====================    ====================    ====================

Net loss per common share                    $             (0.05)    $             (0.24)
                                             ====================    ====================

Weighted average outstanding shares                    8,300,864               4,060,130
                                             ====================    ====================
</TABLE>





                 See accompanying notes to financial statements.

                                       F-3
<PAGE>






<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             FROM INCEPTION, FEBRUARY 19, 2003, TO DECEMBER 31, 2004


                                                                                                             Deficit
                                                                                            Accumulated   Accumulated
                                                Common Stock                  Additional       Other        During         Total
                                 ------------------------------------------    Paid-in     Comprehensive  Development  Stockholders'
                                    Shares        Amount       Subscribed      Capital          Loss         Stage         Equity
                                 ------------  ------------  --------------  ------------  -------------  ------------  ------------

<S>                              <C>           <C>           <C>             <C>           <C>            <C>           <C>
Balance, February 19, 2003
   (date of inception)                     -   $         -   $           -   $         -   $          -   $         -   $         -

Shares issued at $.064 USD
   ($.0833 CND) per share for
   cash                               30,000            23                         1,911                                      1,934

Shares issued at $.193 USD
   ($.25 CND) per share for
    cash                           1,500,000         1,161                       289,020                                    290,181

Shares issued at $.271 USD
   ($.35 CND) per share for
   cash                              185,228           143                        50,023                                     50,166

Shares issued as founding shares   1,500,000         1,161                        (1,161)                                         -

Shares issued for services         4,500,000         3,482                       867,059                                    870,541

Foreign currency translation                                                                    (66,741)                    (66,741)

Net loss                                                                                                     (898,346)     (898,346)
                                 ------------  ------------  --------------  ------------  -------------  ------------  ------------

Balance, December 31, 2003         7,715,228         5,970               -     1,206,852        (66,741)     (898,346)      247,735

Shares issued at $.415 USD
   ($.50 CND) per share for cash      30,000            25                        12,440                                     12,465

Shares issued at $.249 USD
   ($.30 CND) per share for
   fixed assets                      300,000           249                        74,539                                     74,788

Shares issued for services           562,000           467                       158,316                                    158,783

Recapitalization - reverse
   merger                          8,330,000        10,226         209,758       105,104                                    325,088

Common stock subscribed                                             96,450                                                   96,450

Foreign currency translation                                                                    (27,866)     (138,036)     (165,902)

Net loss                                                                                                     (369,868)     (369,868)
                                 ------------  ------------  --------------  ------------  -------------  ------------  ------------

Balance, December 31, 2004        16,937,228   $    16,937   $     306,208   $ 1,557,251   $    (94,607)  $(1,406,250)  $   379,539
                                 ============  ============  ==============  ============  =============  ============  ============
</TABLE>




                 See accompanying notes to financial statements.

                                       F-4
<PAGE>






<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                         Cumulative
                                                                                From Inception,       from Inception,
                                                            Year Ended       February 19, 2003, to  February 19, 2003, to
                                                         December 31, 2004     December 31, 2003      December 31, 2004
                                                         ------------------   --------------------   --------------------
<S>                                                      <C>                  <C>                    <C>
Cash flows from operating activities
    Net loss                                             $        (369,868)   $          (898,346)   $        (1,268,214)

Adjustments to reconcile net loss to cash provided by
 (used in) operating activities:
   Depreciation                                                     34,506                      -                 34,506
   Shares issued for services                                      158,783                870,541              1,029,324
   Loss on disposal of fixed assets                                 22,147                      -                 22,147

   Changes in operating assets and liabilities:
      Increase in accounts payable                                   1,661                      -                  1,661
      Increase in accounts payable - related
         parties                                                   142,671                 59,307                201,978
                                                         ------------------   --------------------   --------------------
         Cash provided by (used in) operating
          activities                                               (10,100)                31,502                 21,402

Cash flows from investing activities
   Net cash received in acquisition                                124,256                      -                124,256
   Purchase of intangible assets                                         -               (118,788)              (118,788)
   Purchase of fixed assets                                        (16,339)              (153,349)              (169,688)
                                                         ------------------   --------------------   --------------------
         Cash provided by (used in) operating
          activities                                               107,917               (272,137)              (164,220)

Cash flows from financing activities
   Sale of common stock                                             12,465                342,281                354,746
   Sale of common stock subscriptions                               96,450                      -                 96,450
                                                         ------------------   --------------------   --------------------
         Cash provided by financing activities                     108,915                342,281                451,196

Net change in cash                                                 206,732                101,646                308,378

Foreign currency translation                                       (27,866)               (66,741)               (94,607)

Cash at the beginning of the period                                 34,905                      -                      -
                                                         ------------------   --------------------   --------------------

Cash at the end of the period                            $         213,771    $            34,905    $           213,771
                                                         ==================   ====================   ====================

Supplemental Information:
   Common stock issued for fixed assets                  $          74,788    $                 -    $            74,788
                                                         ==================   ====================   ====================
   Common stock issued for inventory                     $           4,530    $                 -    $             4,530
                                                         ==================   ====================   ====================
   Fixed assets purchased on credit                      $           6,648    $                 -    $             6,648
                                                         ==================   ====================   ====================
</TABLE>

                 See accompanying notes to financial statements.

                                       F-5
<PAGE>






                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 1 - Organization
---------------------

          Sea Sun Capital  Corporation  (the  Parent) was  organized  as a blank
          check  company  under  the  laws of the  state  of  Delaware  as Alpha
          Holding,  Inc.  on August 19,  1997.  A name change to Sea Sun Capital
          Corporation  was  effected  September  29,  2004.  The  Parent has had
          minimal operations since inception,  and on December 16, 2004 acquired
          100% of the stock of Sea Sun  Capital  Corporation  (the  Subsidiary),
          which was organized under the laws of Alberta,  Canada on February 19,
          2003. The acquisition  was accounted for as a reverse  merger,  as the
          post  acquisition  owners  and  control  persons  of  the  Parent  are
          substantially  the  same as the pre  acquisition  owners  and  control
          persons of the Subsidiary.  The financial statements reflect primarily
          the  operations  of  the  Subsidiary,   with  a  recapitalization   to
          illustrate the effects of the reverse merger. The consolidated  entity
          is hereafter referred to as `the Company.'

          The  Company  is in  business  to  supply  water  leisure  crafts  and
          accessories  to  domestic  and  international  markets,  and  plans to
          generate revenues through rentals, royalties, and sales of watercrafts
          and franchises.  The Company is considered a development stage company
          as defined in SFAS No. 7. The  Company has at the  present  time,  not
          paid any dividends  and any  dividends  that may be paid in the future
          will depend upon the financial  requirements  of the Company and other
          relevant factors.

Note 2 - Basis of Presentation
------------------------------

          Generally Accepted Accounting Principles - The accompanying  financial
          statements have been prepared in accordance with accounting principles
          generally  accepted in the United  States of America  (US GAAP).  This
          basis  differs  from  that  used  in  the  statutory  accounts  of the
          Subsidiary,  which were  prepared in  accordance  with the  accounting
          principles   and  relevant   financial   regulations   applicable   to
          enterprises  in Canada.  All necessary  adjustments  have been made to
          present the financial statements in accordance with US GAAP.

          Foreign Currency and Comprehensive Income -The Subsidiary's functional
          currency is the Canadian dollar (CND),  while the Parent's  functional
          currency is the United States dollar (USD).  The financial  statements
          of the Subsidiary were translated to USD prior to consolidation  using
          year-end  exchange rates for the balance sheet,  and weighted  average
          exchange rates for the statements of operations. The year-end exchange
          rate of $.830979  was used to convert the  Subsidiary's  December  31,
          2004 balance  sheet,  and the  statements of operations  used weighted
          average rates of $.771686 and $.720300 for the year ended December 31,
          2004 and the period of February  19, 2003  through  December 31, 2003,
          respectively. Foreign currency translation gains or losses as a result
          of  fluctuations  in the exchange rates are reflected in the Statement
          of Other Comprehensive Income or Loss.

Note 3 - Summary of Significant Accounting Policies
---------------------------------------------------

          Net  Earnings  Per Share - The  computation  of net income  (loss) per
          share of  common  stock is based on the  weighted  average  number  of
          shares outstanding during the periods presented.

          Income Taxes - Due to losses at December 31, 2004 and since inception,
          no  provisions  for income taxes has been made.  There are no deferred
          income taxes  resulting  from income and expense items being  reported
          for  financial  accounting  and tax  reporting  purposes in  different
          periods.  Deferred income tax assets arising from net operating losses
          have been fully offset by valuation  allowances,  in  accordance  with
          SFAS #109  "Accounting  for Income  Taxes," due to the  uncertainty of
          their realization.



                                       F-6
<PAGE>






                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 3 - Summary of Significant Accounting Policies (continued)
---------------------------------------------------------------

          The change in  valuation  allowance  of $129,400  results from offsets
          against   deferred  tax  assets   arising  from  net  operating   loss
          carryforwards,  which  totaled  $1,268,000  at  December  31, 2004 and
          expire in 2023.

          A  reconciliation  of  income  tax  expense  (benefit)  to the  amount
          computed by applying the federal  statutory  tax rate to pretax income
          (loss):

                                                         12/31/04     12/31/03
                                                        -----------  -----------

          Net loss at federal statutory rate of 35%     $ (129,400)  $ (314,400)
          Valuation allowance                              129,400      314,400
                                                        -----------  -----------
          Net income expense (benefit)                  $        0   $        0
                                                        ===========  ===========

          Cash and Cash  Equivalents  - For  purposes of the  statement  of cash
          flows,  the  Company  considers  all highly  liquid  debt  instruments
          purchased  with  a  maturity  of  three  months  or  less  to be  cash
          equivalents.  During  the year  ended  December  31,  2004  and  since
          inception,  February  19,  2003,  the  Company  did not have  non-cash
          investing activities other than as disclosed on the statements of cash
          flows.

          Use  of  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.

          Fixed  Assets - Fixed  assets  are  stated  at cost  less  accumulated
          depreciation,  which is computed  using the straight line method based
          on estimated  useful  lives  ranging from three (3) to five (5) years.
          Long-term  assets  of the  Company  are  reviewed  annually  to assess
          whether  the  carrying  value has become  impaired,  according  to the
          guidelines established in Statement of Accounting Standards (SFAS) No.
          144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
          The Company also  evaluates the periods of  amortization  to determine
          whether subsequent events and circumstances  warrant revised estimates
          of useful  lives.  No impairment of assets was recorded in the periods
          reported.

          Revenue  Recognition - The Company  plans to recognize  revenue at the
          time a watercraft is rented or sold, when franchises are sold, or when
          other  services  are  rendered.  The  Company has not  recognized  any
          revenue from business operations since inception, February 19, 2003.

          Advertising Costs - The Company generally  expenses  advertising costs
          as incurred. The Company incurred $1,626 and $267 in advertising costs
          during the year ended December 31, 2004 and for the period of February
          19, 2003 (inception) through December 31, 2003, respectively.

          Inventory - The Company's inventory consists of watercrafts it intends
          to rent or sell, and are carried at the lower of cost or market.



                                       F-7
<PAGE>






                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 4 - Stockholders' Equity
-----------------------------

          The Company is authorized to issue 50,000,000  shares of its preferred
          stock and  100,000,000  shares of its common stock,  both with a $.001
          USD par value. The Company has not issued any preferred stock, and has
          16,937,228  shares of common stock issued and  outstanding at December
          31,  2004.  The  common  stock  transactions  since  inception  are as
          follows:

               Upon  incorporation  on February  19,  2003,  the Company  issued
               1,500,000 founding shares of its par value common stock to one of
               its directors.

               In March 2003,  the Company  issued  30,000  shares of its common
               stock at $.064 USD for total cash of $1,934 USD.

               During March and April 2003, the Company issued  1,500,000 shares
               of its common stock at $.193 USD for total cash of $290,181 USD.

               In May and July 2003,  the Company  issued  185,228 shares of its
               common stock at $.271 USD for total cash of $50,166 USD.

               In September,  November,  and December  2003,  the Company issued
               4,500,000  shares of its common stock in exchange for  consulting
               services.  The shares were valued at an  estimated  $.193 USD for
               total expense of $870,541.

               In April 2004,  the Company  issued  30,000  shares of its common
               stock at $.415 USD for total cash of $12,465 USD.

               In May 2004,  the  Company  issued  300,000  shares of its common
               stock at $.249  USD in  exchange  for fixed  assets  with a total
               value of $74,788 USD.

               In May and July 2004,  the Company  issued  562,000 shares of its
               common stock in exchange for consulting services. The shares were
               valued at an estimated $.282 USD for total value of $158,783 USD.

          In accordance  with terms set forth in a private  offering  memorandum
          open December 1, 2004 through  January 31, 2005, the Company  received
          cash  consideration  of $306,208  USD in 2004 and $500 USD in 2005 for
          subscriptions  to issue 1,246,883  shares of common stock.  The shares
          were subsequently issued in January 2005, as described in Note 8.

Note 5 - Intangible Asset
-------------------------

          In December 2003, the Company  acquired  watercrafts  and  accessories
          with a fair market value of $196,490 CND from an entity with which the
          Company's director is affiliated. The Company paid the entity $350,000
          CND,  which  resulted  in an  intangible  asset of $153,510  CND.  The
          intangible  asset  consists of marketing and other efforts made by the
          entity to establish brand recognition of the Company's product.  Using
          the exchange rates at December 31, 2004,  the  intangible  asset had a
          value of $127,564 USD.  Minimal (if any) impairment in accordance with
          SFAS #142,  `Goodwill  and Other  Intangible  Assets,' was noted,  and
          therefore, not recorded.



                                       F-8
<PAGE>






                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


Note 6 - Accounts Payable - Related Parties
-------------------------------------------

          The  majority  of  the  Company's  expenses  are  paid  by  an  entity
          affiliated with one of the Company's directors. As the Company has not
          yet  established  profitable  operations  and  is  considered  to be a
          development stage company, the Company has accumulated  reimbursements
          owed to the entity of $136,610 USD at December 31, 2004. The remaining
          balance of $20,078 is payable to the former  officers and directors of
          the Parent.

Note 7 - Development Stage Company and Going Concern
----------------------------------------------------

          The  Company  is in the  development  stage as  defined  in  Financial
          Accounting   Standards   Board   Statement  No.  7  and  has  incurred
          significant  cumulative net losses. The Company intends to sell shares
          of the  Parent's  stock in  attempts  to raise  additional  capital to
          facilitate  profitable  operations from its planned business  purpose.
          However,  there  can be no  assurance  that the funds  raised  will be
          sufficient  or that  the  Company  will be able to  obtain  additional
          funding or generate profitable  operations,  or that other funding, if
          obtained  in  adequate  amounts,  will be on  terms  favorable  to the
          Company to execute its business plan.

Note 8 - Subsequent Events
--------------------------

          During January 2005, the Company issued 1,246,883 subscribed shares of
          its common stock in accordance with a private  offering  memorandum as
          described in Note 4.

          In February 2005,  the Company  entered into a contract with a company
          that will assemble  watercrafts the Company will sell or rent.  During
          February and March 2005,  the Company paid  approximately  $75,000 for
          progress billing on the watercraft assembly.



















                                       F-9