Washington, D.C.  20549
                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

                               September 28, 2005
                Date of Report (Date of earliest event reported)
                             Sun Network Group, Inc.
             (Exact name of registrant as specified in its charter)

         (State or other jurisdiction of incorporation or organization)

                      (IRS Employer Identification Number)

20533  Biscayne  Boulevard,  Suite  1122 Miami,  Florida             33180
    (Address of principal executive offices)                       (ZIP Code)

                             Craig A.  Waltzer, CEO
                             Sun Network Group, Inc.
                      20533 Biscayne Boulevard, Suite 1122
                              Miami, Florida 33180
                     (Name and address of agent for service)

          (Telephone number, including area code of agent for service)

         (Former name or former address, if changed since last report.)

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

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

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

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

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

                                    Copy to:
                                  James Reskin
                               Reskin & Associates
                            520 South Fourth Street,
                            Louisville, KY 40202-2577

Section  8  -  Other  Events
Item  8.01.  Other  Events.   Sun  Network  Group,  Inc.  (the  "Company"), is a
publicly  traded  Florida  corporation  formed  in  June 1991 with its principal
offices  and operations center in Miami, Florida. The Company has recently filed
a  notification  under  Form  N-54a  with  the  U.S.  Securities  and  Exchange
Commission,  (the  "SEC")  indicating its election to be regulated as a business
development  company  under the Investment Company Act of 1940 (the "1940 Act").
In  connection with this election, the Company has adopted corporate resolutions
and  intends  to operate as a closed-end management investment company as such a
business  development  company (a "BDC").  We disclose the following information
which  is  a  material  departure  from  our  prior  business  plan.


We  have  conducted  limited  operations to date. Under this recent election, we
have  been  organized  to provide investors with the opportunity to participate,
with  a  modest amount in venture capital, in investments that are generally not
available  to  the  public  and  that  typically  require  substantially  larger
financial  commitments. In addition, we will provide professional management and
administration  that might otherwise be unavailable to investors if they were to
engage  directly  in venture capital investing.  We have decided to be regulated
as  a  business  development  company  under the 1940 Act, and will operate as a
non-diversified  company  as that term is defined in Section 5(b)(2) of the 1940
Act.  We  will, at all times, conduct our business so as to retain our status as
a  BDC.   We  may not change the nature of our business so as to cease to be, or
withdraw  our  election  as,  a  BDC  without  the  approval of the holders of a
majority  of  our  outstanding  voting stock as defined under the 1940 Act.  The
Company  is  currently  concentrating its investment strategies in the telephony
sector  based  upon experience and exposure to opportunities but plans to expand
its  potential  acquisitions  and  investments  to  other  lines of business and
industry,  as  the acquisitions and investments, in total, will enhance value to
stockholders  through  capital  appreciation  and  payments  of dividends to the
Company  by  its  investee  companies.

As a business development company, we are required to invest at least 70% of our
total  assets  in qualifying assets, which, generally, are securities of private
companies  or  securities  of public companies whose securities are not eligible
for  purchase  on  margin  (which  includes  many  companies  with thinly traded
securities  that  are quoted in the pink sheets or the NASD Electronic Quotation
Service.)   We  must  also offer to provide significant managerial assistance to
these  portfolio  companies.   Qualifying  assets  may  also  include:

-     cash,
-     cash  equivalents,
-     U.S.  Government  securities,  or
-     high-quality  debt  investments maturing in one year or less from the date
of  investment.

We  may invest a portion of the remaining 30% of our total assets in debt and/or
equity securities of companies that may be larger or more stabilized than target
portfolio  companies.

The  staff  of  the  SEC has raised the question as to whether a private company
that has outstanding debt securities would qualify under the relevant portion of
the "eligible portfolio company" criteria.  The SEC has recently issued proposed
rules  to include any company that does not have a class of securities listed on
a  national  securities  exchange  or association in the definition of "eligible
portfolio  company."

Until  the  question  raised  by  the staff of the SEC pertaining to the Federal
Reserve's  1998  change  to  its  margin  rules  has  been  addressed  by  final
legislative, administrative or judicial action, we intend to treat as qualifying
assets  only  those  debt  and  equity  securities  that are issued by a private
company  that  has  no marginable securities outstanding at the time we purchase
such  securities  or that otherwise qualifies as an "eligible portfolio company"
under  the  1940  Act.

Nature  of  a  BDC

The  1940  Act  defines a BDC as a closed-end management investment company that
provides  small  businesses  that  qualify as an eligible portfolio company with
investment  capital  and  also  significant  managerial  assistance.  A  BDC  is
required  under  the  1940  Act  to  invest  at least 70% of its total assets in
qualifying  assets  consisting of eligible portfolio companies as defined in the
1940  Act  and  certain  other  assets  including  cash  and  cash  equivalents.

An  eligible  portfolio company generally is a United States company that is not
an  investment  company  and  that:

-     does  not have a class of securities registered on an exchange or included
in  the  Federal  Reserve  Board's  over-the-counter  margin  list;
-     is actively controlled by a BDC and has an affiliate of a BDC on its board
of  directors;  or
-     meets  such  other  criteria  as  may  be  established  by  the  SEC.

Control  under  the 1940 Act is presumed to exist where a BDC owns more than 25%
of  the outstanding voting securities of the eligible portfolio company.  We may
or  may  not  control  our  portfolio  companies.
An  example  of  an  eligible  portfolio  company is a new start up company or a
privately  owned  company  that has not yet gone public by selling its shares in
the open market and has not applied for having its shares listed on a nationally
recognized  exchange  such  as  the  NYSE, the American Stock Exchange, National
Association  of  Securities Dealers' Automated Quotation System, or the National
Market  System.  An  eligible portfolio company can also be one which is subject
to  filing,  has  filed,  or has recently emerged from reorganization protection
under  Chapter  11  of  the  Bankruptcy  Act.

A BDC may invest the remaining 30% of its total assets in non-qualifying assets,
including  companies  that  are not eligible portfolio companies.  The foregoing
percentages will be determined, in the case of financings in which a BDC commits
to provide financing prior to funding the commitment, by the amount of the BDC's
total  assets represented by the value of the maximum amount of securities to be
issued  by the borrower or lessee to the BDC pursuant to such commitment.   As a
BDC,  we  must  invest at least 70% of our total assets in qualifying assets but
may  invest  more  in  such  qualifying  assets.

Primary  Strategy

We  will  have significant relative flexibility in selecting and structuring our
investments.  We  will not be subject to many of the regulatory limitations that
govern  traditional  lending  institutions  such  as  banks.  We  will  seek  to
structure  our  investments  so  as  to  take  into  account  the  uncertain and
potentially  variable  financial  performance  of our portfolio companies.  This
should  enable  our portfolio companies to retain access to committed capital at
different  stages  in  their  development  and eliminate some of the uncertainty
surrounding  their  capital  allocation  decisions.  We  will calculate rates of
return  on  invested capital based on a combination of up-front commitment fees,
current and deferred interest rates and residual values, which may take the form
of  common  stock,  warrants,  equity  appreciation  rights  or  future contract
payments.  We  believe  that  this  flexible approach to structuring investments
will  facilitate  positive, long-term relationships with our portfolio companies
and enable us to become a preferred source of capital to them.   We also believe
our  approach  should enable debt financing to develop into a viable alternative
capital source for funding the growth of target companies that wish to avoid the
dilutive  effects  of  equity  financings  for  existing  equity  holders.

Longer  Investment  Horizon  - We will not be subject to periodic capital return
requirements.   These  requirements,  which are standard for most private equity
and  venture  capital  funds,  typically  require  that  these  funds  return to
investors  the initial capital investment after a pre-agreed time, together with
any capital gains on such capital investment.  These provisions often force such
funds  to  seek  the  return of their investments in portfolio companies through
mergers,  public  equity  offerings  or other liquidity events more quickly than
they  otherwise  might,  which can result in a lower overall return to investors
and adversely affect the ultimate viability of the affected portfolio companies.
Because  we  may  invest  in the same portfolio companies as these funds, we are
subject  to  these  risks if these funds demand a return on their investments in
the  portfolio companies.  We believe that our flexibility to take a longer-term
view  should  help  us  to  maximize returns on our invested capital while still
meeting  the  needs  of  our  portfolio  companies.

Established  Deal Sourcing Network - We believe that, through our management and
directors,  we have solid contacts and sources from which to generate investment
opportunities.  These  contacts  and  sources  include:

-     public  and  private  companies,
-     investment  bankers,
-     attorneys,
-     accountants,
-     consultants,  and
-     commercial  bankers.

However,  we  cannot  assure  you  that  such  relationships  will  lead  to the
origination  of  debt  or  other  investments.

Investment  Criteria

As  a matter of policy, we will not purchase or sell real estate or interests in
real  estate  or  real  estate  investment  trusts  except  that  we  may:

-     purchase  and  sell  real estate or interests in real estate in connection
with  the  orderly liquidation of investments, or in connection with foreclosure
on  collateral;
-     own  the  securities  of  companies  that  are  in the business of buying,
selling  or  developing  real  estate;  or
-     finance  the  purchase  of  real  estate  by  our  portfolio  companies.

We  will  limit  our  investments in more traditional securities (stock and debt
instruments)  and  will  not,  as  a  matter  of  policy:

-     sell  securities short except with regard to managing the risks associated
with  publicly-traded  securities  issued  by  our  portfolio  companies;
-     Purchase  securities  on margin (except to the extent that we may purchase
securities  with  borrowed  money);  or
-     engage  in  the  purchase  or  sale of commodities or commodity contracts,
including  futures  contracts  except  where necessary in working out distressed
loan;  or
-     investment  situations  or  in  hedging the risks associated with interest
rate fluctuations, and, in such cases, only after all necessary registrations or
exemptions  from registration with the Commodity Futures Trading Commission have
been  obtained.

Prospective  Portfolio  Company  Characteristics  -  We  have identified several
criteria  that  we  believe  will  prove  important  in  seeking  our investment
objective  with  respect  to  target  companies.   These  criteria  will provide
general  guidelines  for  our  investment decisions; however, we caution readers
that not all of these criteria will be met by each prospective portfolio company
in  which  we  choose  to  invest.

Experienced  Management - We will generally require that our portfolio companies
have  an  experienced  president  or management team.   We will also require the
portfolio  companies  to have in place proper incentives to induce management to
succeed  and to act in concert with our interests as investors, including having
significant  equity  interests.  We  intend  to  provide assistance in this area
either  supervising  management  or  providing  management  for  our  portfolio

Products  or  Services - We will seek companies that are involved in products or
services  that  do  not  require  significant  additional  capital  or  research
expenditures.  In  general,  we  will seek target companies that make innovative
use  of  proven  technologies  or  methods.

Proprietary  Advantage  - We expect to favor companies that can demonstrate some
kind  of  proprietary  sustainable  advantage with respect to their competition.
Proprietary  advantages  include,  but  are  not  limited  to:

-     patents  or  trade  secrets  with  respect  to owning or manufacturing its
products,  and
-     a  demonstrable  and  sustainable marketing advantage over its competition

Marketing  strategies  impose  unusual  burdens on management to be continuously
ahead of its competition, either through some kind of technological advantage or
by  being  continuously  more  creative  than  its  competition.

Profitable  or Nearly Profitable Operations Based on Cash Flow from Operations -
We will focus on target companies that are profitable or nearly profitable on an
operating  cash flow basis. Typically, we would not expect to invest in start-up
companies  unless  there  is  a  clear  exit  strategy  in  place.

Potential  for  Future  Growth  -  We  will generally require that a prospective
target  company,  in  addition  to  generating sufficient cash flow to cover its
operating  costs  and  service  its debt, demonstrate an ability to increase its
revenues  and  operating cash flow over time.   The anticipated growth rate of a
prospective target company will be a key factor in determining the value that we
ascribe  to  any  warrants  or  other  equity  securities that we may acquire in
connection  with  an  investment  in  debt  securities.

Exit  Strategy  -  Prior to making an investment in a portfolio company, we will
analyze  the  potential for that company to increase the liquidity of its common
equity  through  a future event that would enable us to realize appreciation, if
any,  in  the  value  of  our  equity  interest.   Liquidity events may include:

-     an  initial  public  offering,
-     a  private  sale  of  our  equity  interest  to  a  third  party,
-     a  merger  or  an  acquisition  of  the  portfolio  company,  or
-     a  purchase  of our equity position by the portfolio company or one of its

We  may  acquire  warrants  to  purchase  equity  securities  and/or convertible
preferred stock of the eligible portfolio companies in connection with providing
financing.  The  terms  of the warrants, including the expiration date, exercise
price  and  terms of the equity security for which the warrant may be exercised,
will  be  negotiated individually with each eligible portfolio company, and will
likely  be  affected by the price and terms of securities issued by the eligible
portfolio company to other venture capitalists and other holders.  We anticipate
that  most  warrants  will  be for a term of five to ten years, and will have an
exercise price based upon the price at which the eligible portfolio company most
recently  issued  equity  securities  or,  if a new equity offering is imminent,
equity  securities.   The  equity  securities  for  which  the  warrant  will be
exercised  generally  will  be  common  stock  of which there may be one or more
classes  or  convertible  preferred  stock.  Substantially  all the warrants and
underlying equity securities will be restricted securities under the 1933 Act at
the  time of the issuance.   We will generally negotiate for registration rights
with  the  issuer  that  may  provide:

-     "piggyback"  registration  rights,  which  will  permit  us  under certain
circumstances,  to  include  some  or  all  of  the  securities owned by us in a
registration  statement  filed  by  the  eligible  portfolio  company,  or
-     in circumstances, "demand" registration rights permitting us under certain
circumstances,  to  require  the  eligible  portfolio  company  to  register the
securities under the 1933 Act, in some cases at our expense.   We will generally
negotiate  net  issuance  provisions  in  the  warrants,  which will allow us to
receive upon exercise of the warrant without payment of any cash a net amount of
shares  determined  by the increase in the value of the issuer's stock above the
exercise  price  stated  in  the  warrant.

Liquidation  Value  of  Assets  -  Although  we  do  not intend to operate as an
asset-based  lender,  the  prospective  liquidation value of the assets, if any,
collateralizing  any debt securities that we hold will be an important factor in
our  credit  analysis.   We  will  emphasize  both  tangible  assets,  such  as:

-     accounts  receivable,
-     inventory,  and
-     equipment,

and  intangible  assets,  such  as:

-     intellectual  property,
-     customer  lists,
-     networks,  and
-     databases.

Investment  Process

Due  Diligence  -  If  a  target  company  generally  meets  the characteristics
described  above,  we  will  perform  initial  due  diligence,  including:
-     company  and  technology  assessments,
-     existing  management  team,
-     market  analysis,
-     competitive  analysis,
-     evaluation  of  management,  risk  analysis  and  transaction  size,
-     pricing,  and
-     structure  analysis.

Much  of  this  work  will  be done by management and professionals who are well
known  by  management.  The criteria delineated above provide general parameters
for  our  investment  decisions.  We  intend to pursue an investment strategy by
further  imposing  such  criteria and reviews that best insures the value of our
investments.  As unique circumstances may arise or be uncovered, not all of such
criteria  will be followed in each instance but the process provides a guideline
by  which  investments  can  be  prudently  made  and  managed.  Upon successful
completion  of  the  preliminary evaluation, we will decide whether to deliver a
non-binding  letter  of  intent  and  move  forward  towards the completion of a

In  our  review  of  the  management  team,  we  look  at  the  following:

-     Interviews  with  management  and  significant shareholders, including any
financial  or  strategic  sponsor;
-     Review  of  financing  history;
-     Review  of  management's  track  record  with  respect  to:
o     product  development  and  marketing,
o     mergers  and  acquisitions,
o     alliances,
o     collaborations,
o     research  and  development  outsourcing  and  other  strategic activities;
-     Assessment  of  competition;  and
-     Review  of  exit  strategies.

In  our  review  of  the  financial  conditions,  we  look  at  the  following:

-     Evaluation  of  future  financing  needs  and  plans;
-     Detailed  analysis  of  financial  performance;
-     Development  of  pro  forma  financial  projections;  and
-     Review  of  assets  and  liabilities, including contingent liabilities, if
any,  and  legal  and  regulatory  risks.

In  our review of the products and services of the portfolio company, we look at
the  following:

-     Evaluation  of  intellectual  property  position;
-     Review  of  existing  customer  or  similar  agreements  and arrangements;
-     Analysis  of  core  technology;
-     Assessment  of  collaborations;
-     Review  of  sales  and  marketing  procedures;  and
-     Assessment  of  market  and  growth  potential.

Upon  completion  of  these  analyses,  we  will conduct on-site visits with the
target  company's management team.   Also, in cases in which a target company is
at  a  mature  stage  of  development  and if other matters that warrant such an
evaluation,  we  will  obtain  an  independent  appraisal of the target company.

Ongoing  Relationships  with  Portfolio  Companies

Monitoring  -  We  will continuously monitor our portfolio companies in order to
determine  whether  they are meeting our financing criteria and their respective
business  plans.   We  may  decline  to make additional investments in portfolio
companies that do not continue to meet our financing criteria.   However, we may
choose  to make additional investments in portfolio companies that do not do so,
but  we  believe  that  we  will  nevertheless  perform  well  in  the  future.

We  will  monitor  the  financial trends of each portfolio company to assess the
appropriate  course of action for each company and to evaluate overall portfolio
quality.  Our  management  team and consulting professionals, who are well known
by  our management team, will closely monitor the status and performance of each
individual  company on at least a quarterly and, in some cases, a monthly basis.

We  will  use  several  methods of evaluating and monitoring the performance and
fair  value  of  our debt and equity positions, including but not limited to the

-     Assessment of business development success, including product development,
financings,  profitability  and the portfolio company's overall adherence to its
business  plan;
-     Periodic  and regular contact with portfolio company management to discuss
financial  position,  requirements  and  accomplishments;
-     Periodic  and  regular  formal  update  interviews  with portfolio company
management  and,  if  appropriate,  the  financial  or  strategic  sponsor;
-     Attendance  at  and  participation  in  board  meetings;
-     Review  of  monthly  and  quarterly  financial  statements  and  financial
projections  for  portfolio  companies.

Managerial Assistance - As a business development company, we will offer, and in
many  cases  may  provide,  significant  managerial  assistance to our portfolio
companies.   This  assistance  will  typically  involve:

-     monitoring  the  operations  of  our  portfolio  companies,
-     participating  in  their  board  and  management  meetings,
-     consulting  with  and  advising  their  officers,  and
-     providing  other  organizational  and  financial  guidance.


As  a  BDC, we must invest at least 70% of our total assets in qualifying assets
consisting  of  investments  in  eligible  portfolio companies and certain other
assets  including  cash  and  cash  equivalents.   In order to receive favorable
pass-through  tax  treatment on its distributions to our shareholders, we intend
to  diversify  our  pool  of  investments in such a manner so as to qualify as a
diversified  closed end management investment company.   However, because of the
limited  size  of  the  funding  which  is likely to be available to us, we will
likely  be  classified  as a non-diversified closed end investment company under
the  1940 Act.  Until we qualify as a registered investment company, we will not
be  subject  to  the  diversification  requirements applicable to RICs under the
Internal  Revenue  Code.   Therefore, we will not receive favorable pass through
tax  treatment  on  distributions  to our shareholders.   In the future, we will
seek  to increase the diversification of our portfolio so as to make it possible
to  meet  the  RIC diversification requirements, as described below.   We cannot
assure  you,  however,  that  we  will  ever be able to meet those requirements.

To qualify as a RIC, we must meet the issuer diversification standards under the
Internal  Revenue  Code  that  require that, at the close of each quarter of our
taxable  year,

-     not  more  than 25% of the market value of our total assets is invested in
the  securities  of  a  single  issuer,  and
-     at  least  50%  of  the market value of our total assets is represented by
cash,  cash  items,  government  securities, securities of other RICs, and other

Each investment in these other securities is limited so that not more than 5% of
the  market  value of our total assets is invested in the securities of a single
issuer and we do not own more than 10% of the outstanding voting securities of a
single  issuer.   For  purposes  of  the  diversification requirements under the
Internal Revenue Code, the percentage of our total assets invested in securities
of  a  portfolio  company  will be deemed to refer, in the case of financings in
which  we  commit  to  provide financing prior to funding the commitment, to the
amount  of our total assets represented by the value of the securities issued by
the  eligible portfolio company to us at the time each portion of the commitment
is  funded.

Investment  Amounts

The  amount  of  funds  committed  to  a  portfolio  company  and  the ownership
percentage  received  will  vary  depending  on  the  maturity  of the portfolio
company,  the  quality  and  completeness  of the portfolio company's management
team,  the  perceived  business  opportunity,  the  capital required compared to
existing  capital,  and the potential return.   Although investment amounts will
vary  considerably,  we  expect that the average investment, including follow-on
investments,  will  be  between  $25,000  and  $500,000.


Our  primary  competitors  to provide financing to target companies will include
private  equity  and  venture  capital  funds, other equity and non-equity based
investment  funds and investment banks and other sources of financing, including
traditional  financial services companies such as commercial banks and specialty
finance  companies.  Many of these entities have substantially greater financial
and  managerial  resources  than  we will have.  We believe that our competitive
advantage  with  regard  to  quality  target companies relates to our ability to
negotiate  flexible  terms and to complete our review process on a timely basis.
We  cannot assure you that we will be successful in implementing our strategies.

                          THE COMPANY AND ITS STRUCTURE

The  Board  of  Directors  and  its  Committees

The  Board  of  directors is empowered to manage and oversee the operations of a
BDC.  As  such, these decisions will be made according to guidelines adopted for
that  purpose.  All directors will be reimbursed by the Company for any expenses
incurred  in  attending  directors'  meetings  provided that the Company has the
resources  to  pay  these  fees.  The  Company intends to apply for officers and
directors  liability  insurance at such time when it has the resources to do so.
The Company will maintain whatever insurance and surety bonds are necessary when
holding  physical  certificates  and  other  assets  in  possession.

Audit  Committee

An  Audit  Committee  charter  has  been  accepted  and  under  the  independent
directorship  control  of  a  majority  of  independent  directors.  The  audit
committee  will  review  the  results  and scope of the audit and other services
provided  by  the  independent  auditors  and  review and evaluate the system of
internal controls.   The audit committee will assist in determining the carrying
values  of  portfolio  investments.

Investment  Committee

An  Investment  Committee  charter and policy has been approved by, and is under
the  directorship control of, a majority of independent directors.  The function
of  the  charter and the committee will be to review and approve all investments
in  excess of $25,000 and assist in determining the carrying values of portfolio

Compensation  Committee

A  Compensation  Committee charter and policy has been approved by, and is under
the  directorship  of,  a majority of independent directors.  The purpose of the
compensation  committee  will  be to manage the stock option plan and review and
recommend  compensation  arrangements  for  the  officers.

Nominating  Committee

A  Nominating  Committee  charter  has  been  accepted and under the independent
directorship control of a majority of independent directors. The primary role of
the  Nominating  Committee  is  to actively seek individuals qualified to become
members  of  the  board of directors, while ensuring that proper evaluations and
performances  are  upheld  within  the  boards.

Verification  of  Independent  Directors

A  resolution  has  been  adopted  and  a  policy for determination of Directors
independence  has  been  established.  Our independent directors have proclaimed
and  established  themselves  as  independent  via the following proclamation as
established  by  the  Independence  Charter,  including:

-     within  the  last  five  (5) years, has not received more than $50,000 per
year  in direct compensation from the Corporation or any of its affiliates other
than  director  and  committee  fees  and  pension  or  other  forms of deferred
compensation  for prior service (provided such compensation is not contingent in
any  way  on  continued  service);
-     within  the  last five (5) years, has not been affiliated with or employed
by  any independent audit firm presently acting as auditor of the Corporation or
an  affiliate  of  the Corporation or having acted as such an auditor during the
previous  5  years;
-     within  the past five (5) years, has had no personal service relationships
and has not been affiliated with an organization that has had a personal service
relationship  with the Corporation, or with a member of the Corporation's senior
-     within  the  past (5) years, has not accepted any fee or compensation from
the  Corporation  other  than  director's  fees  and  compensation;
-     within  the  last  five  (5)  years,  has  not  had  any material business
relationship  (such as commercial, industrial, consulting, legal, or accounting)
with  the  Corporation  for  which  the  Corporation  has  been required to make
disclosure  under Regulation S-K of the Securities and Exchange Commission; and;
-     within  the  past  five  (5)  years,  has not been part of an interlocking
directorate  in  which  an  executive  officer  of the Corporation serves on the
compensation  committee  or  a  committee of a similar nature of another company
that  concurrently  employs  the  director.

(a)          Financial  Statements  of  Business  Acquired


(b)          Pro  Forma  Financial  Statements


(c)          Exhibits



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has  been  signed  below  by the following person on behalf of the
Registrant  and in the capacity thereunto duly authorized, in Miami, Florida, on
the  28th  day  of  September  2005.
     Sun  Network  Group,  Inc.

     By:     /s/  Craig  A.  Waltzer
             Craig  A.  Waltzer,  Chief  Executive  Officer

                                  EXHIBIT INDEX