8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 5, 2006

SUN NEW MEDIA INC.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation) 000-26347
(Commission File No.) 410985135
(I.R.S. Employer Identification
No.)

Fourth Floor
1120 Avenue of the Americas
New York NY 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code:
1-888-865-0901 ext. 322

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):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 2.01 Completion Of Acquisition Or Disposition Of Assets

Sale and Purchase Agreement to Acquire William Brand Administer Limited and William Textiles Limited

     On September 30, 2006, pursuant to a Sale and Purchase agreement (the “Purchase Agreement”) dated June 8, 2006, by and between China Focus Channel Development Co. Ltd (“Focus”), a subsidiary of Sun New Media, Inc. (the “Company”), and Mr. Ren Huiliang (the “Seller”), the Company, through Focus, acquired 100% of the issued and outstanding shares of William Brand Administer Limited and its subsidiary William Textiles Limited (collectively, “William Brand.”)

     The consideration for the acquisition is 4,655,172 shares of the Company’s common stock. The Company will issue the shares to the Seller in four installments: the first installment of 1,163,793 shares will be issued within thirty days of the closing of the transaction; the remaining shares will be issued in three equal installments at the end of each of the next three years, subject to William Brand’s attainment of revenue and profit guarantees in each year.

     William Brand must achieve a minimum of US $15 million of revenue in year one, US $17.5 million in year two, and US $20 million in year three. William Brand must also generate minimum after-tax profits of US $3 million, US $3.5 million, and US $4 million in years one, two and three, respectively.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

     Pursuant to the Purchase Agreement described in Item 1.01 above, the Company will issue an aggregate of 4,655,172 shares of common stock to the Seller. The issuance of such shares has not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemption from registration provided by Regulation S and Section 4(2) of the Act.

     All of the foregoing issuances were made by the Company pursuant to the exemption from registration provided under Regulation S of the Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

               The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Statements

               The financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.]

(d) Exhibits

Exhibit No.	Description
2.1	Sale and Purchase Agreement dated June 8, 2006 (incorporated herein by reference from the registrant’s current report on Form 8-K filed on June 14, 2006)
99.1	Press Release dated October 5, 2006 Announcing the Completion of the William Brand Acquisition

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2006

SUN NEW MEDIA INC.
By:	/s/ Thomas A. Schuler
	Thomas A. Schuler
	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	Sale and Purchase Agreement dated June 8, 2006 (incorporated herein by reference from the registrant’s current report on Form 8-K filed on June 14, 2006)
99.1	Press Release dated October 5, 2006 Announcing the Completion of the William Brand Acquisition

EX-99.1

Exhibit 99.1

Sun New Media Completes Acquisition of William Brand

New York, October 5, 2006 (PR NEWSWIRE) — Sun New Media Inc. (OTC Bulletin Board: SNMD), a Chinese Internet based marketing, information and transactional services company linking businesses with businesses, today announced that it has completed the acquisition of William Brand Administer, Ltd. (“William Brand”), a China-based producer and distributor of women’s luxury apparel.

Bruno Wu, Chairman of Sun New Media, commented, “We are pleased to complete the acquisition of William Brand because it enables us to bring our suite of channel management systems to the women’s apparel vertical. While the acquisition took slightly longer than anticipated due to the regulatory process in China, our transactional platform can greatly enhance the way manufacturers, wholesalers and retail outlets access one another in the women’s apparel sector. On behalf of management and the Board, I welcome the William Brand team to Sun New Media.”

About Sun New Media Inc.
Sun New Media is a leading Chinese multi-media powered marketing and channel management company. Sun New Media builds e-enabled distribution systems, transaction platforms and business communities in fast growing Chinese vertical markets, connecting buyers and sellers with a suite of turnkey digital media, e-commerce, and information management solutions. Companies leverage Sun New Media’s web-based business media communities to access vital industrial intelligence and forge trading relationships with suppliers and buyers that promote cost efficiencies and increased distribution reach. Learn more at www.sunnewmedia.net.

This press release includes statements that may constitute “forward-looking” statements, usually containing the word “believe,” “estimate,” “project,” “expect,” “plan,” “anticipate” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of Sun New Media’s product and services in the marketplace, competitive factors and changes in regulatory environments. These and other risks relating to Sun New Media’s business are set forth in Sun New Media’s Annual Report on Form10-KSB filed with the Securities and Exchange Commission on June 30, 2006, and other reports filed from time to time with the Securities and Exchange Commission. By making these forward-looking statements, Sun New Media disclaims any obligation to update these statements for revisions or changes after the date of this release.

CONTACT
Ashley M. Ammon of Integrated Corporate Relations, Inc.
203-682-8200 (Investor Relations)