U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING SEC File Number: 033-81400703
CUSIP Number: 8668R105
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates: Not Applicable
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PART I -- REGISTRANT INFORMATION
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Full name of Registrant:
Sun Network Group, Inc.
Former Name if Applicable
Not applicable
Address of Principal Executive Office (Street and Number):
20533 Biscayne Boulevard, Suite 1122
City, State and Zip Code:
Miami, Florida 33180
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PART II -- RULES 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25, the following should be
completed. (Check box if appropriate.)
X (a) The reasons described in reasonable detail in Part III of this form
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could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
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Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
N/A (a) The accountant's statement or other exhibit required by Rule
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12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof could not be filed
within the prescribed period.
The Registrant has recently received a comment letter from the staff accountant
of the Investment Management Division of the SEC to which it has responded and
also submitted to the SEC a request for clarification of its obligation to
report certain aspects of the acquisition of a portfolio company. The format
and appearance of certain financial information required in the periodic report
will depend on a response from the SEC to the questions posed by the Registrant
to the SEC.
Additionally, certain information required as a result of the Registrant's
election to be treated as a Business Development Corporation could not be
obtained from prior management in a timely fashion also necessitating this
delay. It is anticipated that such information will be available at the time
that the SEC responds to the questions posed.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
James A. Reskin 502 561-0500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ X ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Sun Network Group, Inc.
(Name of Registrant as specified in charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 2005 By: /s/ Craig Waltzer
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Craig Waltzer
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).