UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-54A

              NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTION 55
             THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
                      PURSUANT TO SECTION 54(a) OF THE ACT

      The  undersigned   business   development   company  hereby  notifies  the
Securities and Exchange Commission that it elects, pursuant to the provisions of
section 54(a) of the Investment  Company Act of 1940 (the "Act"),  to be subject
to the  provisions of sections 55 through 65 of the Act and, in connection  with
such notification of election, submits the following information:

      Name:                             SUN NETWORK GROUP, INC.

      Address of Principal
      Business Office                   1440 Coral Ridge Drive, No. 140
                                        Coral Springs, Florida 33071

      Telephone Number                  (954)360-4080

      Name and Address of Agent for     T. Joseph Coleman
      Service and Process               Sun Network Group, Inc.
                                        1440 Coral Ridge Drive, No. 140
                                        Coral Springs, Florida 33071
                                        (954) 360-4080

      Check one of the following:

[X]   The  company  has  filed a  registration  statement  for a class of equity
      securities  pursuant to Section 12 of the Securities Exchange Act of 1934.
      Give the file number of the registration  statement or, if the file number
      is  unknown  or has not yet been  assigned,  give  the  date on which  the
      registration statement was filed:       03342498
                                       -----------------------------------------

[ ]   The company is relying on Rule 12g-2 under the Securities  Exchange Act of
      1934 in lieu of  filing a  registration  statement  for a class of  equity
      securities under that Act.

      The file number of the  registration as an investment  company pursuant to
section 8(a) of the Act, if any, of the company:
                                                --------------------------------

      The file number of the  registration as an investment  company pursuant to
section 8(a) of the Act, if any, of any subsidiary of the company:
                                                                  --------------

      The  undersigned  company  certifies  that  it  is  a  closed-end  company
organized under the laws of the State of Florida and with its principal place of
business  in  Florida;  that it will be  operated  for  the  purpose  of  making
investments  in  securities  described in sections  55(a)(1)  through (3) of the
Investment  Company  Act of 1940;  and that it will make  available  significant
managerial  assistance  with respect to issuers of such securities to the extent
required by the Act.

      Pursuant  to the  requirements  of the Act,  the  undersigned  company has
caused this  notification of election to be subject to sections 55 through 65 of
the  Investment  Company Act of 1940 to be duly signed on its behalf in the City
of Los Angeles, the State of California on this 15th day of March 2005.


                                       /s/ T. Joseph Coleman  
                                       ------------------------------
                                       SUN NETWORK GROUP, INC.
                                       By:  T. Joseph Coleman
                                       Its:  Chief Executive Officer