-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M40oimszJrLTbm+F6xI8btjqmJH4HTYSWRzlMShjUa0HV4ZvyMZRXzckPUSxtEzl x7xgqofmHNZTDVp+91pIYg== 0001161697-03-000490.txt : 20031010 0001161697-03-000490.hdr.sgml : 20031010 20031010134829 ACCESSION NUMBER: 0001161697-03-000490 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20031010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN NETWORK GROUP INC CENTRAL INDEX KEY: 0000878802 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 650254624 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-42498 FILM NUMBER: 03936726 BUSINESS ADDRESS: STREET 1: 411 LIGHTHOUSE DRIVE CITY: PALM BEACH GARDENS STATE: FL ZIP: 33440 BUSINESS PHONE: 3059232210 MAIL ADDRESS: STREET 1: 411 LIGHTHOUSE DRIVE CITY: PALM BEACH GARDENS STATE: FL ZIP: 33440 FORMER COMPANY: FORMER CONFORMED NAME: SUN EXPRESS GROUP INC DATE OF NAME CHANGE: 19930328 10-Q/A 1 form10-qa4_mar312002.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 4 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002. or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 33-42498 SUN NETWORK GROUP, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-024624 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 UNIVERSITY DRIVE, SUITE 111-C, CORAL SPRINGS, FL 33065 (Address of principal executive offices) (Zip Code) (954) 360-4080 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK - 21,848,487 shares outstanding as of March 31, 2002. EXPLANATORY NOTE The purpose of this amendment to the company's quarterly report on Form 10-Q, 10-Q/A Amendment No. 1, 10-Q/A Amendment No. 2, and 10-Q/A Amendment No. 3, is to file the report in its entirety, along with the certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. 2 PART I--FINANCIAL INFORMATION Item 1. Financial Statements. Financial Statements for the quarter ending March 31, 2002 are attached hereto following the Signatures page. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company acquired all of the assets of RadioTV Network, Inc ("RTV") on July 16, 2001 in a transaction treated as a recapitilization of RTV. RTV has been developing and operating, for the past few years, a new television network that produces and distributes TV adaptations of top rated radio programs. The Company intends to further develop and expand RTV and is also planning on acquiring and affiliating with other media related entities, which are presently being identified. The Company requires capital for these purposes and anticipates completing several Private Placements of its stock to raise equity capital in 2002. The Company completed its first Private Placement in March 2002 resulting in new capital of $82,390 and anticipates completing several additional ones this year. The Company believes that if it successfully completes the Private Placements they will be sufficient to fund its initial business plans. With the exclusion of $40,361 of compensation expense pursuant to an employment agreement with our President, the RTV operational expenses for the 1st Quarter 2002 reflect minimal operating expenses pending funding. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. PART II--OTHER INFORMATION Item 1. Legal Proceedings. NONE. Item 2. Changes in Securities and Use of Proceeds. On March 28, 2002 the Company entered into a Subscription Agreement with an Investor who purchased 183,088 restricted shares of the Company's common stock at $.45 per share resulting in $82,390 in proceeds to the Company. The proceeds shall be used for general corporate purposes. Item 3. Defaults Upon Senior Securities. NONE. Item 4. Submission of Matters to a Vote of Security Holders. NONE. 3 Item 5. Other Information. NONE. Item 6. Exhibits and Reports on Form 8-K Exhibit Description - ------- ----------- 31.1 Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Acting Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 thereunto duly authorized. SUN NETWORK GROUP, INC. (Registrant) Date: October 10, 2003 T. Joseph Coleman /s/ T. Joseph Coleman --------------------- T. Joseph Coleman, President, Director, CEO and Acting CFO Date: October 10, 2003 William H. Coleman /s/ William H. Coleman ---------------------- William H. Coleman, Secretary and Director 4 Sun Network Group, Inc. and Subsidiary Consolidated Financial Statements March 31, 2002 Sun Network Group, Inc. and Subsidiary Contents Page ---- Consolidated Balance Sheets .................................................F-1 Consolidated Statements of Operations .......................................F-2 Consolidated Statements of Cash Flows .......................................F-3 Notes to Consolidated Financial Statements ..................................F-4 Sun Network Group, Inc. and Subsidiary Consolidated Balance Sheets Assets March 31, 2002 December (Unaudited) 31, 2001 --------- --------- Restated (Note4) --------- Current Assets Cash ............................................... $ 82,766 $ 5,321 --------- --------- Total Current Assets ............................... 82,766 5,321 --------- --------- Other Assets Prepaid advertising ................................ 35,200 35,200 --------- --------- Total Other Assets ................................. 35,200 35,200 --------- --------- Total Assets ....................................... $ 117,966 $ 40,521 ========= ========= Liabilities and Stockholders' Deficiency Current Liabilities Accounts payable ................................... $ 6,186 $ 9,937 Accrued compensation, related party ................ 106,250 68,750 Due to stockholders' ............................... 40,607 29,263 --------- --------- Total Current Liabilities .......................... 153,043 107,950 --------- --------- Stockholders' Deficiency Common stock, $0.001 par value, 100,000,000 shares authorized, 21,848,487 and 21,665,399 issued and outstanding, respectively ................... 21,848 21,665 Additional paid-in capital ......................... 568,941 486,734 Accumulated deficit ................................ (625,866) (575,828) --------- --------- Total Stockholders' Deficiency ..................... (35,077) (67,429) --------- --------- Total Liabilities and Stockholders' Deficiency ..... $ 117,966 $ 40,521 ========= ========= See accompanying notes to consolidated financial statements F-1 Sun Network Group, Inc. and Subsidiary Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, ----------------------------- 2002 2001 ------------ ------------ Restated (Note4) ------------ Operating Expenses Compensation ................................. $ 40,361 $ 8,000 Consulting ................................... - 33,395 General and administrative ................... 8,127 10,082 Professional fees ............................ 1,550 11,500 ------------ ------------ Total Operating Expenses ..................... 50,038 62,977 ------------ ------------ Loss from Operations ......................... (50,038) (62,977) Net Loss ..................................... $ (50,038) $ (62,977) ============ ============ Net Loss Per Share - Basic and Diluted ....... $ - $ (0.01) ============ ============ Weighted Average Shares Outstanding - Basic and Diluted ......................... 21,671,571 12,525,407 ============ ============ See accompanying notes to consolidated financial statements F-2 Sun Network Group, Inc. and Subsidiary Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, --------------------- 2002 2001 -------- -------- Restated (Note4) -------- Cash Flows from Operating Activities: Net loss ............................................. $(50,038) $(62,977) Adjustments to reconcile net loss to net cash used in operating activities: Stock based consulting expense ....................... - 33,395 Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable .................................. - 301 Increase (decrease) in: Accounts payable ..................................... (3,751) - Accrued compensation, related party .................. 37,500 - -------- -------- Total Adjustments .................................... (3,751) 33,696 -------- -------- Net Cash Used in Operating Activities ................ (16,289) (29,281) -------- -------- Cash Flows from Financing Activities: Equity proceeds from stockholders .................... 82,390 60,000 Loan proceeds from stockholders ...................... 11,344 - -------- -------- Net Cash Provided by Financing Activities ............ 93,734 60,000 -------- -------- Net Increase in Cash ................................. 77,445 30,719 Cash at Beginning of Period .......................... 5,321 3,088 -------- -------- Cash at End of Period ................................ $ 82,766 $ 33,807 ======== ======== See accompanying notes to consolidated financial statements F-3 Sun Network Group, Inc. and Subsidiary Notes to Consolidated Financial Statements March 31, 2002 (Unaudited) Note 1 Basis of Presentation The accompanying unaudited consolidated financial statements of Sun Network Group, Inc. and Subsidiary (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of consolidated financial position and results of operations. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair consolidated financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. For further information, refer to the audited financial statements and footnotes of RadioTV Network, LLC for the years ended December 31, 2001, 2000 and 1999 included in the Current Report on Form 8-K on Sun Express Group, Inc. (See Note 2) Note 2 Common Stock Issuances In March 2002, the Company issued 183,088 common shares to an investor for $82,390. Note 3 Going Concern As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $625,866 through March 31, 2002, net losses for the three months ended March 31, 2002 of $50,038 and cash used in operations for the three months ended March 31, 2002 of $16,289. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently seeking additional financing. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Note 4 Restatement Subsequent to the filing of the Company's Form 10-QSB for the quarter ended March 31, 2002 management became aware that those consolidated financial statements as of March 31, 2002 did not include $37,500 of accrued compensation expense pursuant to a July 16, 2001 employment agreement with the Company's chief executive officer. The inclusion of this item and a restatement of the December 31, 2001 consolidated financial statements in the revised consolidated financial statements at March 31, 2002 has the effect of increasing current liabilities by $106,250 and increasing expenses and net loss by $37,500 with no material effect on net loss per shares. F-4 EX-31 3 exhibit_31-1.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, T. Joseph Coleman certify that: 1. I have reviewed this Form 10-Q of Sun Network Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: October 10, 2003 /s/ T. Joseph Coleman Chief Executive Officer and Acting Chief Financial Officer EX-32 4 exhibit_32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Sun Network Group, Inc. (the "Company") on Form 10-Q for the three months ending March 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, T. Joseph Coleman, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/T. Joseph Coleman T. Joseph Coleman Chief Executive Officer and Acting Chief Financial Officer October 10, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----