UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 20, 2005
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Aventura Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or Other Jurisdiction of Incorporation)
814-00703 65-024624
(Commission File Number) (IRS Employer Identification Number)
20533 Biscayne Boulevard, Suite 1122, Miami, Florida 33180
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(Address of Principal Executive Offices)
(305)-937-2000
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(Registrant's Telephone Number, Including Area Code)
Sun Network Group, Inc
(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
240.14-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 19, 2005, Sun Network Group, Inc., a Florida corporation (the
"Registrant") entered into a Merger Agreement with Aventura Holdings, Inc a
Florida corporation ("AHI").
Pursuant to the terms of the Merger, AHI transferred to the Registrant all of
its outstanding shares. The Registrant and AHI agreed and acknowledged that the
Registrant acquired AHI solely for purposes of a merger to adopt the name of AHI
and AHI would be merged out of existence to permit same.
The new name, "Aventura Holdings, Inc." better portrays the Registrant's
function as a Business Development Company and the structuring of itself in a
manner more consistent with its current business strategy.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 11, 2005, prior to the contemplated merger and as a condition
precedent thereto, AHI distributed all net assets and related rights to its sole
shareholder, a private trust, under agreement dated March 29, 2004.
Item 5.01 Changes in Control of Registrant
The Registrant believes that the consummation of the Merger Agreement does not
represent a change in control of the Registrant. The board of directors, a
majority of whom are independent and disinterested, remains unchanged. AHI,
which previously owned approximately 56% of the outstanding stock of the
Registrant assigned all of its rights to such stock to the trust which
previously owned all of the outstanding stock of AHI: therefore, the beneficial
ownership of remains unchanged.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
none.
Item 5.03 Amendment to Articles of Incorporation or By-Laws; Change in
Fiscal Year
Following the close of the transaction on October 19, 2005, the Registrant's
Articles of Incorporation were amended to change the Registrant's name to
Aventura Holdings, Inc.
Item 8.01 Other Events
On October 20, 2005, the Registrant issued a press release announcing the
closing of the transaction and the change of control in the Registrant. A copy
of the press release is furnished with this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
(1) Exhibit 2.1 Merger Agreement dated October 11, 2005
(2) Exhibit 99.1 Press release issued by Aventura Holdings, Inc., Inc.
dated October 20, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
AVENTURA HOLDINGS, INC.
(Registrant)
Dated: October 20, 2005 By: /s/ Craig A. Waltzer
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Craig A. Waltzer
President
EXHIBIT INDEX
Exhibit No. Exhibits.
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(1) Exhibit 2.1 Merger Agreement dated October 11, 2005
(2) Exhibit 99.1 Press release issued by Aventura Holdings, Inc., Inc.
dated October 20, 2005