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UNDER
THE SECURITIES ACT OF 1933
Minnesota | 7389 | 410985135 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
1142 South Diamond Bar Boulevard
Diamond Bar, California 91765
(604) 871-9999
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Chief Executive Officer
Sun New Media, Inc.
P.O. Box 297
1142 South Diamond Bar Boulevard
Diamond Bar, California 91765
(604) 871-9999
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Frank Zhao | Peter M. Astiz, Esq. | |
Chief Financial Officer | Elizabeth M. O’Callahan, Esq. | |
Sun New Media, Inc. | DLA Piper Rudnick Gray Cary US LLP | |
P.O. Box 297 | 2000 University Avenue | |
1142 South Diamond Bar Boulevard | East Palo Alto, California 94303 | |
Diamond Bar, California 91765 | (650) 833-2000 | |
(604) 871-9999 |
Proposed | ||||||||||||||
Maximum Offering | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount to be | Price | Aggregate Offering | Amount of | ||||||||||
Securities To Be Registered | Registered(1) | Per Share(2) | Price(2) (3) | Registration Fee(3) | ||||||||||
Common Stock, $0.01 par value | 72,465,392 | $3.75 | $271,745,220 | $29,076.74 | ||||||||||
(1) | Includes (a) 15,000,000 shares of the registrant’s common stock issuable upon exercise of warrants to purchase the registrant’s common stock, (b) 1,430,392 shares of the registrant’s common stock issuable upon conversion of notes convertible into the registrants common stock, and (c) pursuant to Rule 416, under the Securities Act of 1933, an indeterminate number of shares that may be issued in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s common stock. | |
(2) | Pursuant to Rule 457(c), such price is based on the average of the high and low prices of the registrant’s common stock on March 31, 2006, as reported on the OTC Bulletin Board. | |
(3) | Calculated pursuant to Rule 457(a) of the rules and regulations under the Securities Act of 1933. A filing fee in the amount of $28,190.26 was paid on March 10, 2006. |
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The information in this prospectus is not complete and may be changed. The selling shareholders may not sell any of the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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Index To Consolidated Financial Statements | 48 | |||||||
EXHIBIT 4.4 | ||||||||
EXHIBIT 4.5 | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 10.6 | ||||||||
EXHIBIT 10.7 | ||||||||
EXHIBIT 10.9 | ||||||||
EXHIBIT 10.10 | ||||||||
EXHIBIT 23.1 |
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Common stock offered by the selling shareholders. | 72,465,392 shares | |
Common stock to be outstanding after this offering | 100,485,934 shares | |
Use of proceeds. | We will not receive any of the proceeds from the sale of shares by the selling shareholders. | |
OTC Bulletin Board symbol. | SNMD |
• | excludes 430,500 shares of common stock issuable upon exercise of options outstanding at March 31 , 2006 under SNMI’s stock option plans; | ||
• | assumes the exercise of outstanding warrants and the conversion of outstanding convertible notes. |
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(Unaudited) | (Audited) | |||||||
Three months | ||||||||
ended | Period ended | |||||||
December 31, | September 30, | |||||||
2005 | 2005 | |||||||
US$’000 | US$’000 | |||||||
REVENUES | 182 | 27 | ||||||
Cost of revenues | 92 | 19 | ||||||
Gross Profit | 90 | 8 | ||||||
Other income | 7 | — | ||||||
OPERATING EXPENSES | ||||||||
General and administrative | 75 | 10 | ||||||
Finders fee | — | 55 | ||||||
Management fees and salaries | 188 | 7 | ||||||
Professional fees | 196 | 32 | ||||||
Total operating expenses | 459 | 104 | ||||||
Operating loss before income taxes | (362 | ) | (96 | ) | ||||
Income tax expenses | — | — | ||||||
Net loss | (362 | ) | (96 | ) | ||||
Earnings per share: | ||||||||
Weighted average number of shares outstanding Basic and diluted | 64,518,537 | 15,398,259 | ||||||
Net loss per share of common stock Basic and diluted (US$) | (0.006 | ) | (0.01 | ) | ||||
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(Unaudited) | (Audited) | |||||||
As of | As of | |||||||
December | September | |||||||
31, 2005 | 30, 2005 | |||||||
US$’000 | US$’000 | |||||||
Cash and cash equivalents | 1,129 | 202 | ||||||
Working capital | 33 | 316 | ||||||
Total assets | 1,669 | 426 | ||||||
Short term debt | 918 | — | ||||||
Total stockholders’ equity | 77 | 316 |
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• | offer new and innovative products and services to attract and retain a larger consumer base; | ||
• | attract customers; | ||
• | increase awareness of our brand and continue to develop consumer and customer loyalty; | ||
• | respond to competitive market conditions; | ||
• | respond to changes in our regulatory environment; | ||
• | manage risks associated with intellectual property rights; | ||
• | maintain effective control of our costs and expenses; | ||
• | raise sufficient capital to sustain and expand our business; | ||
• | attract, retain and motivate qualified personnel; and | ||
• | upgrade our technology to support increased traffic and expanded services. |
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• | difficulties associated with developing a larger consumer base with demographic characteristics attractive to customers; | ||
• | increased competition and potential downward pressure on online marketing prices; | ||
• | ineffectiveness of our online marketing delivery, tracking and reporting systems; and | ||
• | lack of increase in Internet usage in China. |
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• | potential ongoing financial obligations and unforeseen or hidden liabilities; | ||
• | failure to achieve the intended objectives, benefits or revenue-enhancing opportunities; | ||
• | costs and difficulties of integrating acquired businesses and managing a larger business; and | ||
• | diversion of resources and management attention. |
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• | general economic conditions in China and economic conditions specific to the Internet, Internet search and online marketing; | ||
• | our ability to attract additional customers; | ||
• | the announcement or introduction of new or enhanced products and services by us or our competitors; | ||
• | the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure; | ||
• | the results of our acquisitions of, or investments in, other businesses or assets; | ||
• | PRC regulations or actions pertaining to activities on the Internet, including gambling, online games and other forms of entertainment; and | ||
• | geopolitical events or natural disasters such as war, threat of war, Severe Acute Respiratory Syndrome, or SARS, or other epidemics. |
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• | actual or anticipated fluctuations in our quarterly operating results; | ||
• | changes in financial estimates by securities research analysts, if any; | ||
• | conditions in the China consumer goods and online marketing markets; | ||
• | changes in the economic performance or market valuations of other U.S. public companies with substantial operations in China; | ||
• | announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; | ||
• | addition or departure of key personnel; | ||
• | fluctuations of exchange rates between RMB and the U.S. dollar; | ||
• | intellectual property litigation; and | ||
• | general economic or political conditions in China. |
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High | Low | |||||||
Fiscal 2004 | ||||||||
First Quarter | $ | 0.86 | $ | 0.42 | ||||
Second Quarter | $ | 0.70 | $ | 0.70 | ||||
Third Quarter | $ | 0.34 | $ | 0.34 | ||||
Fourth Quarter | $ | 0.60 | $ | 0.60 | ||||
Fiscal 2005 | ||||||||
First Quarter | $ | 1.90 | $ | 1.40 | ||||
Second Quarter | $ | 5.10 | $ | 1.24 | ||||
Third Quarter | $ | 4.88 | $ | 2.82 | ||||
Fourth Quarter | $ | 4.20 | $ | 2.84 | ||||
Fiscal 2006 | ||||||||
First Quarter | $ | 4.15 | $ | 3.00 | ||||
Second Quarter | $ | 4.35 | $ | 3.60 |
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As of | ||||
December 31, | ||||
2005 | ||||
US$’000 | ||||
Stockholders’ equity: | ||||
Common stock; authorized 750,000,000 shares, US$0.01 par value Preference stock, authorized 250,000,000 shares, US$0.01 par value 64,536,870 shares of common stock issued and outstanding, US$0.01 par value | 645 | |||
50,000 shares of common stock reserved to be issued, US$0.01 par value | 1 | |||
Additional paid-in capital | 128 | |||
Deficit | (696 | ) | ||
Total stockholders’ equity | 78 | |||
Total capitalization | 78 | |||
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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• | Corporate communications and information-sharing: We intend to provide cutting-edge interactive marketing platforms to increase partnership and customer loyalty with targeted product and corporate communications. | ||
• | Distribution network coordination and synchronization: We intend to offer innovative outsourced sales and distribution channel management systems to improve logistical and technical capacity. |
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• | the Ministry of Culture; | ||
• | the Ministry of Information Industry; | ||
• | the State Press and Publications Administration; | ||
• | the State Copyright Bureau; | ||
• | the State Administration for Industry and Commerce; | ||
• | the Ministry of Public Security; and | ||
• | the Bureau of State Secrecy. |
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• | On February 14, 2006, we entered into an agreement with United Home Limited (“UHL”) to acquire 100% controlling interest in Lifestyle Magazines Publishing Pte. Ltd. (“Lifestyle”). Incorporated in Singapore, Lifestyle is one of Southeast Asia’s leading publishers of lifestyle and special interest magazines. Lifestyle’s published New Man, Home Concepts, Space, Today’s Parents, Se Xiang Wei, and Pregnancy Guide. According to the Purchase Agreement, SNMI will acquire 100% of Lifestyle’s outstanding shares for approximately US$3.74 million, to be satisfied in full through the issuance of 978,406 shares of our common stock. | ||
• | On February 13, 2006, we entered into an agreement with China Entertainment Sports Ltd to acquire China Sport TV Productions Ltd (“CSTV”). According to the Sales Purchase Agreement, SNMI will acquire 100% of the issued and outstanding shares of CSTV for a consideration of US$1,750,000. The consideration will be satisfied by the issuance of 460,526 shares of our common stock. | ||
• | On November 21, 2005, we entered into two agreements with SBN. Pursuant to the first agreement, we will issue 1,156,303 shares of our common stock in exchange for a group of property holdings in Beijing and 53,000,000 ordinary common shares of Asia Premium Television Group, Inc. We will issue 13,800,00 shares of our common stock, 50% to be issued upon closing and the remaining 50% within 30 days of receipt of the audited accounts of the on-line publishing business purchased from SBN. SBN will guarantee the profits from these transferred publishing rights for the amount of $2,415,000 for the twelve months ending December 31, 2006. SBN will pay us to the extent there is any shortfall in profits. |
• | China Business Post (Online Edition); | ||
• | Observer Star ( Online Edition); | ||
• | Smart Investor ( Online Edition); |
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• | Wide Angle ( Online Edition); and | ||
• | Wine & Dine (Online Edition). |
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Date Position | ||||||||
Name | Age | Position | First Held | |||||
Bruno Wu | 39 | Chairman and Director | Sept. 12, 2005 | |||||
Ricky Gee Hing Ang | 55 | Chief Executive Officer | March 1, 2006 | |||||
Kay Koplovitz | 60 | Vice-Chairman and Director | Sept. 12, 2005 | |||||
Chauncey Shey | 47 | Vice-Chairman and Director | Sept. 12, 2005 | |||||
Herbert Kloiber | 58 | Director | January 4, 2006 | |||||
Yu Bing | 40 | Director | January 17, 2006 | |||||
John Zongyang Li | 50 | Director | Sept. 12, 2005 | |||||
Frank Zhao | 46 | Chief Financial Officer and Secretary | February 27, 2006 | |||||
Hwee Ling Ng | 33 | Sr. Vice President of Finance | March 1, 2006 |
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Number of Securities | ||||||||||||||||
Underlying Unexercised | Value of Unexercised In- | |||||||||||||||
Options/SARs at FY-End | The Money Options/SARs | |||||||||||||||
Shares Acquired on | Value Realized | (#) | at FY-End ($) | |||||||||||||
Name | Exercise(#) | ($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
Toby Chu | — | — | 100,000 | $ | 380,000 |
Note: | ||
(1) | The closing bid price on September 30, 2005 was $3.80. |
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Number of | ||||||||||||
securities | ||||||||||||
Number of securities | Weighted average | remaining available | ||||||||||
to be issued upon | exercise price of | for future issuance | ||||||||||
exercise of | outstanding | (excluding | ||||||||||
outstanding options, | options, warrants | securities reflected | ||||||||||
Plan Category | warrants and rights | and rights | in column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 488,500 | $ | 0.765 | — | ||||||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||||
Total: | 488,500 | $ | 0.765 | — |
Amount and Nature of | Percentage | |||||||
Name and Address of Beneficial Owner | Beneficial Ownership(1) | of Class(1) | ||||||
Bruno Wu(2) | 43,913,869 | 52.2 | % | |||||
John Zongyang Li(3) | 33,883,869 | 40.3 | ||||||
Ricky Gee Hing Ang | 150,000 | * | ||||||
Chauncey Shey | — | — | ||||||
Kay Koplovitz | — | — | ||||||
Herbert Kloiber(4) | 1,000,000 | 1.2 | ||||||
Bing Yu | — | — | ||||||
Frank Zhao | 70,000 | * | ||||||
Hwee Ling Ng | 60,000 | * | ||||||
Sun Media Investment Holdings Limited (“SMIH”) P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands | 33,733,869 | 40.1 | ||||||
Sun Culture Foundation Limited Room 3503,35/F.,Two International Finance Centre, 8 Finance Street, Central, Hong Kong | 10,000,000 | 11.9 | ||||||
Tele-Munchen Fernseh-Gmbh & CO Produktionsgesellschaft, Kaufingerstr.24 Germany | 1,000,000 | 1.2 | ||||||
Directors and Executive Officers as a Group(5) | 45,343,869 | 53.9 | % |
(1) | Based on 84,055,542 shares of common stock issued and outstanding as of March 31, 2006. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, |
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subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, if any, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. | ||
(2) | Includes 33,733,869 shares held by SMIH, 10,000,000 shares held by Sun Culture Foundation and 180,000 shares held by Ms Yang Lan. Our Chairman, Dr Bruno Wu, is also the Chairman and Director of SMIH and a member of the Sun Culture Foundation. | |
(3) | Includes 33,733,869 shares held by SMIH. Our Director, John Zongyang Li, is also a Director and shareholder of SMIH. | |
(4) | Includes 1,000,000 shares held by Tele-Munchen Fernseh-Gmbh & Co. Our Director, Dr Herbert Kloiber, is also the Chairman and majority shareholder of Tele-Munchen Fernseh-Gmbh & Co. | |
(5) | Includes 33,733,869 shares held by SMIH, 10,000,000 shares held by Sun Culture Foundation, 1,000,000 shares held by Tele-Munchen Fernseh-Gmbh & Co and an aggregate of 610,000 shares held by Yang Lan, John Zongyang Li, Ricky Gee Hing Ang, Frank Zhao and Hwee Ling Ng. |
• | for any breach of the director’s duty of loyalty to SNMI or its shareholders; | ||
• | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; | ||
• | under Minnesota Statutes Section 302A.559 regarding improper dividends and stock repurchases; and | ||
• | for any transaction from which the director derived an improper personal benefit. |
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Shares of | Shares of Common | |||||||||||||||||||
Common Stock | Shares of | Stock Beneficially | ||||||||||||||||||
Beneficially | Common Stock | Owned Following | ||||||||||||||||||
Beneficial Owner | Owned Prior to Offering | Offered(1) | Offering(2) | |||||||||||||||||
Number | Percent(3) | Number | Percent(3) | |||||||||||||||||
Sun Media Investment Holdings Ltd.(4) | 33,483,869 | 39.8 | % | 33,483,869 | 0 | * | ||||||||||||||
Barron Partners L.P. | 16,530,392 | (5) | 16.5 | (6) | 16,530,392 | 0 | * | |||||||||||||
Sun Culture Foundation (7) | 10,000,000 | 11.9 | 10,000,000 | 0 | * | |||||||||||||||
Asiabest International Co., Ltd (BVI) | 5,800,000 | 6.9 | 5,800,000 | 0 | * | |||||||||||||||
Rodeo Asia Ltd. | 4,000,000 | 4.8 | 4,000,000 | 0 | * | |||||||||||||||
Tidetime Sun (Group) Limited | 1,849,131 | 2.2 | 1,849,131 | 0 | * | |||||||||||||||
Tele-Munchen Fernseh-Gmbh & Co, Produktionsgesellschaft (8) | 667,000 | * | 667,000 | 0 | * | |||||||||||||||
Telperion Business Consultants, LLC | 135,000 | * | 135,000 | 0 | * | |||||||||||||||
TOTAL | 72,465,392 | 72,465,392 |
* | Less than 1 %. | |
(1) | This prospectus shall also cover any additional shares of our common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock. | |
(2) | Assumes all shares offered hereby are sold by the selling shareholders and that the selling shareholders do not acquire any additional shares of common stock. | |
(3) | Calculated on the basis of 84,055,542 shares of common stock, which is the number of shares of our common stock outstanding as of March 31, 2006. Beneficial ownership is determined in accordance with the rules and regulations of the SEC, and generally includes securities held by persons who have sole or shared voting power or investment power with respect to those securities, and includes securities that are or will become exercisable within 60 days after March 31, 2006. | |
(4) | Sun Media Investment Holdings Ltd. (“SMIH”) is our majority shareholder. The chairman of our board of directors, Dr. Bruno Wu, is the co-founder and chairman of the board of directors of SMIH and its controlling shareholder, and, John Zongyang Li, one of our directors, is an officer, director and shareholder of SMIH. See also the sections in this prospectus entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Certain Relationships And Related Transactions.” | |
(5) | Includes (i) 100,000 shares of our common stock issued pursuant to stock purchase agreements, (ii) 15,000,000 shares of our common stock issuable upon exercise of warrants to purchase our common stock and (iii) 1,430,392 shares of our common stock issuable upon conversion of notes convertible into our common stock. |
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(6) | The terms and conditions of the notes convertible into an aggregate of 1,430,392 shares of common stock and the terms and conditions of the warrants convertible into an aggregate of 15,000,000 shares of common stock prohibit conversion or exercise, respectively, if such conversion or exercise would cause the holder’s beneficial ownership to exceed 4.9% of our outstanding common stock. | |
(7) | Sun Culture Foundation is significant shareholder. Dr. Wu is a member of the Sun Culture Foundation. See also the sections in this prospectus entitled “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions.” See also the sections in this prospectus entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Certain Relationships and Related Transactions.” | |
(8) | Mr. Herbert Kloiber, a member of our board of directors, is the Chairman and majority shareholder of Tele-Munchen Fernseh-Gmbh & Co, Produktionsgesellschaft. See also the section in this prospectus entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.” |
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• | directly by the selling shareholders; or | ||
• | through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling shareholder or the purchasers of the common stock. |
• | fixed prices; | ||
• | prevailing market prices at the time of sale; | ||
• | varying prices determined at the time of sale; or | ||
• | negotiated prices. |
• | in transactions on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of the sale, including the Nasdaq National Market; | ||
• | in the over-the-counter market; | ||
• | in crosses or block transactions; | ||
• | in private transactions; | ||
• | through options; | ||
• | by pledge to secure debts and other obligations; or | ||
• | by a combination of any of the foregoing transactions. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | purchases by a broker-dealer as principal and resales by the broker-dealer for its own account; | ||
• | privately negotiated transactions; | ||
• | one or more underwritten offerings on a firm commitment or best efforts basis; | ||
• | a combination of any of the foregoing methods; or | ||
• | any other legally available means. |
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• | such time as all of the shares held by the selling shareholders have been sold by the selling shareholders; and | ||
• | such time as the selling shareholders may sell all of the shares held by the selling shareholders without registration pursuant to Rule 144 under the Securities Act; and | ||
• | such time as the shares can be sold free of restriction. |
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As of December 31, 2005 and September 30, 2005
(Unaudited) | (Audited) | |||||||||||
December | September | |||||||||||
31, 2005 | 30, 2005 | |||||||||||
NOTE | US$ | US$ | ||||||||||
ASSETS | ||||||||||||
Current Assets | ||||||||||||
Cash and bank balances | 1,128,975 | 201,957 | ||||||||||
Accounts receivable | 57,437 | 6,277 | ||||||||||
Other debtor, prepayments and deposits | 5 | 379,163 | 24,859 | |||||||||
Amounts due from related parties | 2,802 | — | ||||||||||
Amounts due from stockholder | 6 | 56,748 | 53,097 | |||||||||
Amounts due from parent company | — | 97,349 | ||||||||||
Total current assets | 1,625,125 | 383,539 | ||||||||||
Plant and equipment | 7,290 | 5,554 | ||||||||||
Clearing broker deposit | 36,980 | 36,980 | ||||||||||
Total Assets | 1,669,395 | 426,073 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current Liabilities | ||||||||||||
Accounts payable | 93,981 | 71,204 | ||||||||||
Other payables and accruals | 414,828 | 38,526 | ||||||||||
Amounts due to parent company | 6 | 163,770 | — | |||||||||
Amounts due to related parties | 1,500 | — | ||||||||||
Convertible note | 7 | 918,000 | — | |||||||||
Total current liabilities | 1,592,079 | 109,730 | ||||||||||
Commitments and Contingencies | 8 | |||||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||
Common stock; authorized 750,000,000 shares, US$0.01 par value | ||||||||||||
Preference stock, authorized 250,000,000 shares, US$0.01 par value | ||||||||||||
64,536,870/ 9,259,370 shares of common stock issued and outstanding, US$0.01 par value | 645,369 | 92,594 | ||||||||||
50,000/ 55,250,000 shares of common stock reserved to be issued, US$0.01 par value | 3 | 500 | 552,500 | |||||||||
Additional paid in capital | 127,675 | 5,250 | ||||||||||
Deficit | (696,228 | ) | (334,001 | ) | ||||||||
Total stockholders’ equity | 77,316 | 316,343 | ||||||||||
Total liabilities and stockholder’s equity | 1,669,395 | 426,073 | ||||||||||
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For the three months December 31, 2005
Three months | ||||||||
ended December | ||||||||
NOTE | 31, 2005 | |||||||
US$ | ||||||||
REVENUES | 182,114 | |||||||
Cost of revenues | 91,785 | |||||||
Gross Profit | 90,329 | |||||||
Other income | 7,180 | |||||||
OPERATING EXPENSES | ||||||||
General and administrative | 75,753 | |||||||
Management fees and salaries | 188,344 | |||||||
Professional fees | 195,639 | |||||||
Total operating expenses | 459,736 | |||||||
Operating loss before income taxes | (362,227 | ) | ||||||
Income tax expenses | 4 | — | ||||||
Net loss | (362,227 | ) | ||||||
Loss per share: | ||||||||
Weighted average number of shares outstanding | ||||||||
Basic and diluted | 64,518,537 | |||||||
Net loss per share of common stock | ||||||||
Basic and diluted | (0.01 | ) |
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For the three months ended December 31, 2005
Three Months | ||||
ended December | ||||
31, 20005 | ||||
US$ | ||||
Cash flows from operating activities | ||||
Net loss for the period | (362,227 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities; | ||||
Depreciation | 29 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | (51,160 | ) | ||
Other debtor, deposits and prepayments | (354,304 | ) | ||
Amounts due from related parties | (2,802 | ) | ||
Accounts payable | 22,777 | |||
Other payables and accruals | 376,302 | |||
Amounts due to related parties | 1,500 | |||
Net cash used in operating activities | (369,885 | ) | ||
Cash flows from investing activities | ||||
Purchase of fixed assets | (1,765 | ) | ||
Net cash used in investing activities | (1,765 | ) | ||
Cash flows from financing activities | ||||
Issuance of common stock | 123,200 | |||
Proceeds from convertible note | 918,000 | |||
Amounts due from stockholders | 257,468 | |||
Net cash provided by financing activities | 1,298,668 | |||
Net increase in cash and cash equivalents | 927,018 | |||
Cash and cash equivalents, beginning of the period | 201,957 | |||
Cash and cash equivalents, end of the period | 1,128,975 | |||
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For the three months ended December 31, 2005
1. | NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
Sun New Media Inc (formerly known as SE Global Equity Corp, “SE Global”), a Minnesota corporation, and each of its subsidiaries are collectively referred to herein as the “Company” or “SNMI”. | ||
As of September 30, 2005, SNMI’s subsidiaries are Sun New Media Group Limited (“SNMG”), Global-American Investments Inc (“GAI”), SE Global Equity Inc and SE Global Capital Inc. | ||
During the quarter, the Company incorporated a new subsidiary, Sun Global Marketing Network Ltd (“SGMN”) in the Cayman Islands. | ||
SNMI offers a software platform that provides electronic low cost order routing of U.S. securities through its wholly owned subsidiary, GAI — a licensed U.S. securities broker-dealer to investors. All order routing and support services are provided by the individual alliance broker in compliance with local regulatory requirements. GAI is a U.S. licensed securities broker-dealer and provides a wide range of brokerage services in the United States. | ||
SNMG has had no operations since its date of incorporation on June 6, 2005. SNMG plans to engage in the provision of managerial and marketing services for the distribution and promotion of television programs and electronic publishing materials and websites. | ||
SGMN has had no operations since its date of incorporation on December 5, 2005. SGMN plans to engage in the provision of sales and marketing services for the digital publishing of various magazine titles. | ||
SE Global Equities Inc and SE Global Capital Inc are currently dormant. | ||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments have been made. Operating results for the three months ended December 31, 2005 are not necessarily indicative of the results that may be expected for the year ending March 31, 2006. | ||
These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-KSB for the period ended September 30, 2005. | ||
2. | BASIS OF CONSOLIDATION AND PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying unaudited condensed consolidated financial statements of SNMI include the accounts of SNMI and its wholly owned subsidiaries. All material inter-company balances and transactions have been eliminated in the consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. | ||
A summary of the Company’s significant accounting policies follows: |
(a) | Use of estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the |
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financial statements and the reported amount of revenue and expenses for the periods that the financial statements are prepared. Actual amounts could differ from these estimates. | |||
(b) | Financial instruments | ||
Convertible note | |||
The proceeds from the issue of convertible note is allocated entirely to liability except when the fair value of the common stock into which the conversion note can be converted exceeds the proceeds (a beneficial conversion feature), a portion of the proceeds equal to that excess is allocated to additional paid-in capital. | |||
As of the date of issuance during the quarter, the fair value of the common stock into which the convertible note can be converted into does not exceed the proceeds. Accordingly, the whole proceeds are recorded as liability. | |||
Other financial instruments | |||
The Company’s financial instruments include cash and cash equivalents, accounts receivable and payable. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of the instruments. | |||
(c) | Plant and equipment | ||
Plant and equipment are stated at cost, net of depreciation. Depreciation is computed primarily on the straight-line method for financial reporting purposes over the following estimated useful lives: |
Years | ||||
Furniture, fixtures and equipment | 5 |
(d) | Revenue recognition | ||
Brokerage fees and commissions derived from securities transactions and related revenues and expenses are recorded on a trade date basis. Commission revenues are recorded on a settlement date basis. | |||
(e) | Loss per share | ||
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the year. Diluted net loss per share reflects the potential dilution of securities that could share in the loss of the Company. The accompanying presentation is only at basic loss per share as the potential dilutive factors are anti-dilutive to basic loss per share. | |||
(f) | Foreign currency transactions | ||
The Company considers U.S. Dollars as its functional currency as a substantial portion of the business activities are based in U.S. Dollars. Some of the subsidiaries are operating in Hong Kong Dollars. | |||
The Company has chosen the United States dollar as its reporting currency. | |||
Transactions in currencies other than the functional currency during the year are translated into the functional currency at the applicable rates of exchange prevailing at the time of the transactions. |
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Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the applicable rates of exchange in effect at the balance sheet date. Exchange gains and losses are recorded in the consolidated statements of operations. | |||
For translation of financial statements into the reporting currency, assets and liabilities are translated at the exchange rate at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated at the weighted average rates of exchange prevailing during the period. | |||
Translation adjustments resulting from this process are recorded in accumulated other comprehensive income (loss) within stockholders’ equity. No other comprehensive income for foreign currency translation was recorded for the three months ended December 31, 2005 because the Hong Kong dollar was pegged at a constant rate to the United States dollar at all times during the period. | |||
(g) | Income taxes | ||
The Company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit, or if the future deductibility is uncertain. | |||
(h) | Share-based compensation | ||
In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment”, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). This standard becomes effective for the Company for its first annual or interim period ended on or after December 15, 2005. The Company has adopted SFAS 123R for the quarter ended December 31, 2005. The adoption of SFAS 123R did not have a material impact on the Company’s financial position or results of operations. | |||
(i) | Related parties | ||
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. | |||
(j) | Deferred expenses | ||
Payments made for future expenses were amortized over the life of service received. |
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3. | COMMON STOCK |
(a) | 2001 Stock Option Plan | ||
Effective October 10, 2001 SE Global awarded a total of 2,150,000 non-qualified options at a price of $1.14 post-stock split ($0.57 pre stock split) under the 2001 Plan to certain employees, officers, directors and consultants of SE Global and certain of its subsidiaries of which 123,500 (post stock split) were outstanding as at December 31, 2005. | |||
(b) | 2004 Stock Option Plan | ||
Effective January 22, 2004, SE Global adopted the 2004 Stock Option Plan (the “2004 Plan”) allowing for the awarding of options to acquire shares of SE Global. Effective February 2, 2004 SE Global filed a Form S-8 registering a total of 3,000,000 shares of SE Global’s common stock in connection with SE Global’s 2004 Plan. | |||
On January 26, 2004 a total of 200,000 non-qualified stock options were granted to consultants at an exercise price of $0.66 post stock split ($0.33 pre stock split) per share of which 100,000 are outstanding as at December 31, 2005, exercisable for a term of five years and a total of 250,000 non-qualified stock options were granted to employees, officers and directors at a price of $0.66, post stock split ($0.33 pre stock split) per share, exercisable for a term of five years of which 125,000 are outstanding as at December 31, 2005. |
4. | INCOME TAX | |
The Company and its subsidiaries have combined tax losses carried forward, which may be available to reduce future years’ taxable income that result in deferred tax asset. Management believes that the realization of the benefits from these deferred tax assets appears uncertain due to the Company’s limited operating history. Accordingly a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded | ||
5. | PREPAYMENTS AND DEPOSITS | |
Prepayments and deposits are summarized as follow: |
As of | As of | |||||||||||
December | September | |||||||||||
Notes | 31,2005 | 30,2005 | ||||||||||
US$ | US$ | |||||||||||
Deferred expenses | (i | ) | 2,406 | 2,750 | ||||||||
Other debtor | 21,200 | - | ||||||||||
Prepaid insurance premiums | 182,260 | - | ||||||||||
Rental deposits | 12,945 | 12,945 | ||||||||||
Other deposits | (ii) | 127,311 | - | |||||||||
Prepaid administrative expenses | 31,761 | 9,164 | ||||||||||
377,883 | 24,859 | |||||||||||
(i) | The amount represents a prepayment for management fees under a management agreement between SNMI and Capital Alliance Group Inc. (“CAG”) which lasts for two years effective September 18, 2005. | |
(ii) | The amount represents a prepayment for the purchase of fixed assets. |
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6. | AMOUNTS DUE FROM/ (TO) STOCKHOLDERS | |
The amounts are non-trade, interest free and with no fixed terms of repayment. | ||
7. | CONVERTIBLE NOTE | |
On December 31, 2005, the Company entered into a Note Purchase Agreement (the “Agreement”) with Barron Partners LLP (“Barron”) whereby Barron purchased a convertible note of $918,000 (the “Note”) from the Company. The Note with the maturity date on December 31, 2008 bore interest at a rate of 22% per annum payable in kind and could be converted to 450,000 shares of common stock at a conversion price of $2.04. Pursuant to the Agreement, adjustments may be made to the conversion price subject to certain terms and conditions. | ||
The convertible note is classified as liability as it has no embedded conversion feature. | ||
8. | COMMITMENTS AND CONTINGENCIES |
(a) | Commitments | ||
The Company leases office premises for its subsidiary GAI, under operating leases. Rental expenses under operating lease for the quarter ended December 31, 2005 was $10,317. | |||
Future minimum rental payments under non-cancellable operating leases are approximately as follows: |
As of | ||||
December | ||||
31,2005 | ||||
US$ | ||||
Within one year | 31,196 | |||
Within 2 to 5 years | 21,208 | |||
52,404 | ||||
(b) | Contingencies | ||
GAI is undergoing a review by the National Association of Security Dealers (NASD) for compliance with NASD Rules applicable to Order Audit Trail System (OATS). While a final determination has yet to be made, it is possible that GAI could be subject to disciplinary action which may entail a penalty. | |||
The directors of GAI are of the opinion that the company is not at fault as there are mitigating circumstances. The directors of GAI believe that the company can successfully get waived any settlement fine but they cannot state categorically that this will be the case. The past pattern of the NASD in an OATS violation was a fine of approximately $10,000. |
9. | SUBSEQUENT EVENTS | |
On January 27, 2006, the Company completed the acquisition of a 100% controlling interest in China Focus Channel Development Ltd (“FCD”). FCD has a variable interest entity, Suizhou China Focus Channel Development Limited. SFC is a variable interest entity owned by FCD. FCD does not have any ownership interest in SFC. FCD is incorporated in Hong Kong and is considered a foreign entity under the PRC laws. Under various contractual agreements, SFC’s stockholders are required to transfer their ownership in SFC to FCD or to designees of FCD at any time for the amount of loans outstanding. All voting rights of SFC are assigned to FCD and FCD has the right to appoint all directors and senior management personnel of SFC. FCD has also entered into an exclusive consulting service agreement with |
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SFC under which FCD provides consulting and other services to SFC in exchange for all net income of SFC. In addition, SFC’s stockholders have pledged their shares in SFC as collateral for the non-payment of loans due to FCD. In view of the above, SFC is considered as FCD’s variable interest entity. | ||
On February 13, 2006, SNMI entered into an agreement to acquire a 100% equity interest in China Sport TV Productions Ltd (“CSTV”). Under the terms of the agreement, SNMI is to issue 460,526 shares of common stock for 100% of the issued and outstanding shares of CSTV. | ||
On February 14, 2006, SNMI entered into an agreement to acquire a 100% equity interest in Lifestyle Magazines Publishing Pte Ltd (“Lifestyle”). Lifestyle is mainly engaged in the publishing of lifestyle and special interest magazines. Under the terms of the agreement, SNMI is to issue 978,406 shares of common stock for 100% of the issued and outstanding shares of Lifestyle. | ||
On February 15, 2006, the Company completed the acquisition of a 100% controlling interest in Sun New Media Holdings Limited (“SNMH”), according to the terms originally announced on November 29, 2005. Through SNMH, the Company now has an 85% stake in Sun 365 Multimedia Holdings Ltd, a Beijing based television and multimedia production-company; a 51% stake in Compass Multimedia (HK) Ltd, the creator and distributor of the Gogosun e-publishing platform and China’s first digital TV Guide; and a 30% stake in Global Woman Multimedia Co. Ltd, a TV and new media company with various online and offline media assets. | ||
On February 17, 2006, the Company changed its financial year from September 30 to March 31. |
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INFORMATION NOT REQUIRED IN PROSPECTUS
• | for any breach of the director’s duty of loyalty to SNMI or its shareholders; | ||
• | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; | ||
• | under Minnesota Statutes Section 302A.559 regarding improper dividends and stock repurchases; and | ||
• | for any transaction from which the director derived an improper personal benefit. |
SEC registration fee | $ | 29,077 | ||
Fees and expenses of accountants | 1,200 | |||
Fees and expenses of legal counsel | 20,000 | |||
Printing expenses | 5,000 | |||
Miscellaneous expenses | 4,723 | |||
Total | $ | 60,000 |
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Exhibit | ||
Number | Exhibit Title | |
2.1 | Share Purchase Agreement dated July 21, 2005 by and between the Registrant and Sun Media Investment Holdings Limited to acquire Sun New Media Group Limited (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
2.2 | Share Purchase Agreement dated November 21, 2005 by and between the Registrant and Sun Business Network Ltd. to acquire a group of property holdings in Beijing and shares of Asia Premium Television Group, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 23, 2005) | |
2.3 | Share Swap Agreement by and between the Registrant and Sun Business Network Ltd. dated November 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on November 23, 2005) | |
2.4 | Sale and Purchase Agreement by and between the Registrant, Yang Qi, Mao Quan Yi and Wu Bing Wei dated November 22, 2005 to acquire China Focus Channel Development (HK) Limited (incorporated by reference from our Current Report on Form 8-K filed on November 25, 2005) | |
2.5 | Sale and Purchase Agreement by and between the Registrant and Sun Media Investment Holdings Ltd. dated November 29, 2005 to acquire Sun New Media Holdings Ltd. (incorporated by reference from our Current Report on Form 8-K filed on December 1, 2005) | |
2.6 | Sale and Purchase Agreement by and between the Registrant, Yan Hui, Lin Min and Luan Kezhou dated December 6, 2005 to acquire Telefaith Holdings Limited (incorporated by reference from our Current Report on Form 8-K filed on December 8, 2005) | |
2.7 | Sale and Purchase Agreement dated December 6, 2005 by and between the Registrant and Sun Media Investment Holdings Limited to acquire shares of Sun Business Network Ltd. (incorporated by reference from our Current Report on Form 8-K filed on December 8, 2005) | |
2.8 | Share Purchase Agreement dated January 4, 2006 to acquire Magzone Asia Pte Ltd (incorporated by reference from our Current Report on Form 8-K filed on January 6, 2006) | |
2.9 | Sale and Purchase Agreement dated February 13, 2006 by and between the Registrant and China Entertainment Sports Limited to acquire China Sport TV Productions Ltd (incorporated by reference from our Current Report on Form 8-K filed on February 17, 2006) | |
2.10 | Sale and Purchase Agreement dated February 14, 2006 by and between the Registrant and United Home Limited to acquire Lifestyle Magazines Publishing Pte Ltd (incorporated by reference from our Current Report on Form 8-K filed on February 17, 2006) | |
3.1 | Articles of Incorporation as Amended (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999) | |
3.2 | Certificate of Amendment to Articles of Incorporation, dated April 11, 2001 (incorporated by reference from our Form 10-KSB, filed April 1, 2002) | |
3.3 | Certificate of Amendment to Articles of Incorporation, dated September 15, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) |
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Exhibit | ||
Number | Exhibit Title | |
3.4 | Bylaws (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999) | |
4.1 | Pooling Agreement by and between dated September 18, 2005 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
4.2 | Supplementary Pooling Agreement dated December 23, 2005 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed December 27, 2005) | |
4.3 | Supplementary Pooling Agreement dated March 15, 2006 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed March 21, 2006) | |
4.4* | Registration Rights Agreement dated December 31, 2005 by and among the Registrant and Barron Partners L.P. | |
4.5* | Registration Rights Agreement dated March 6, 2006 by and among the Registrant and Barron Partners L.P. | |
5.1* | Opinion of DLA Piper Rudnick Gray Cary US LLP | |
10.1 | Finders Fee Agreement by and between the Registrant and Yu Hiyang and Beckford Finance SA dated July 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
10.2 | Stock Purchase Agreement by and between Capital Alliance and Registrant dated July 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
10.3 | Management Agreement by and between the Registrant and Capital Alliance dated September 18, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
10.4 | Share Holding Agreement by between Capital Alliance, SE Global and Sun Media Investment Holdings Ltd. dated September 18, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
10.5 | Stock Purchase Agreement dated December 31, 2005 by and between Registrant and Barron Partners LP (incorporated by reference from our Current Report on Form 8-K filed on January 6, 2006) | |
10.6* | Note Purchase Agreement and Convertible Note dated December 31, 2005 between Registrant and Barron Partners LP | |
10.7* | Form of Common Stock Purchase Warrant dated December 31, 2005 issued by Registrant to Barron Partners LP | |
10.8 | Stock Purchase Agreement dated March 6, 2006 by and between Registrant and Barron Partners LP (incorporated by reference from our Current Report on Form 8-K filed on March 9, 2006) | |
10.9* | Note Purchase Agreement and Convertible Note dated March 6, 2006 between Registrant and Barron Partners LP | |
10.10* | Form of Common Stock Purchase Warrant dated March 6, 2006 issued by Registrant to Barron Partners LP | |
10.11 | Termination Agreement dated March 31, 2006 by and between the Registrant and Sun Media Investment Holdings Ltd (incorporated by reference from our Current Report on Form 8-K filed on April 5, 2006) |
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Exhibit | ||
Number | Exhibit Title | |
14.1 | Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on January 13, 2006) | |
21 | Subsidiaries of Sun New Media, Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on January 13, 2006) | |
23.1* | Consent of Moores Rowland Mazars | |
23.2 | Consent of DLA Piper Rudnick Gray Cary US LLP (included in Exhibit 5.1) | |
24.1** | Power of Attorney |
* | Filed herewith | |
** | Previously filed |
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SUN NEW MEDIA, INC. | ||||
By: | /s/ Hwee Ling Ng | |||
Hwee Ling Ng | ||||
Sr. Vice President of Finance | ||||
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Exhibit | ||
Number | Exhibit Title | |
2.1 | Share Purchase Agreement dated July 21, 2005 by and between the Registrant and Sun Media Investment Holdings Limited to acquire Sun New Media Group Limited (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
2.2 | Share Purchase Agreement dated November 21, 2005 by and between the Registrant and Sun Business Network Ltd. to acquire a group of property holdings in Beijing and shares of Asia Premium Television Group, Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 23, 2005) | |
2.3 | Share Swap Agreement by and between the Registrant and Sun Business Network Ltd. dated November 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on November 23, 2005) | |
2.4 | Sale and Purchase Agreement by and between the Registrant, Yang Qi, Mao Quan Yi and Wu Bing Wei dated November 22, 2005 to acquire China Focus Channel Development (HK) Limited (incorporated by reference from our Current Report on Form 8-K filed on November 25, 2005) | |
2.5 | Sale and Purchase Agreement by and between the Registrant and Sun Media Investment Holdings Ltd. dated November 29, 2005 to acquire Sun New Media Holdings Ltd. (incorporated by reference from our Current Report on Form 8-K filed on December 1, 2005) | |
2.6 | Sale and Purchase Agreement by and between the Registrant, Yan Hui, Lin Min and Luan Kezhou dated December 6, 2005 to acquire Telefaith Holdings Limited (incorporated by reference from our Current Report on Form 8-K filed on December 8, 2005) | |
2.7 | Sale and Purchase Agreement dated December 6, 2005 by and between the Registrant and Sun Media Investment Holdings Limited to acquire shares of Sun Business Network Ltd. (incorporated by reference from our Current Report on Form 8-K filed on December 8, 2005) | |
2.8 | Share Purchase Agreement dated January 4, 2006 to acquire Magzone Asia Pte Ltd (incorporated by reference from our Current Report on Form 8-K filed on January 6, 2006) | |
2.9 | Sale and Purchase Agreement dated February 13, 2006 by and between the Registrant and China Entertainment Sports Limited to acquire China Sport TV Productions Ltd (incorporated by reference from our Current Report on Form 8-K filed on February 17, 2006) | |
2.10 | Sale and Purchase Agreement dated February 14, 2006 by and between the Registrant and United Home Limited to acquire Lifestyle Magazines Publishing Pte Ltd (incorporated by reference from our Current Report on Form 8-K filed on February 17, 2006) | |
3.1 | Articles of Incorporation as Amended (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999) | |
3.2 | Certificate of Amendment to Articles of Incorporation, dated April 11, 2001 (incorporated by reference from our Form 10-KSB, filed April 1, 2002) | |
3.3 | Certificate of Amendment to Articles of Incorporation, dated September 15, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
3.4 | Bylaws (incorporated by reference from our Form 10-SB Registration Statement, filed June 14, 1999) | |
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Exhibit | ||
Number | Exhibit Title | |
4.1 | Pooling Agreement by and between dated September 18, 2005 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
4.2 | Supplementary Pooling Agreement dated December 23, 2005 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed December 27, 2005) | |
4.3 | Supplementary Pooling Agreement dated March 15, 2006 among the Registrant, Fidelity Transfer Company, as Trustee, Sun Media Investment Holdings Ltd. And Capital Alliance Group Inc. (incorporated by reference from our Current Report on Form 8-K filed March 21, 2006) | |
4.4* | Registration Rights Agreement dated December 31, 2005 by and among the Registrant and Barron Partners L.P. | |
4.5* | Registration Rights Agreement dated March 6, 2006 by and among the Registrant and Barron Partners L.P. | |
5.1* | Opinion of DLA Piper Rudnick Gray Cary US LLP | |
10.1 | Finders Fee Agreement by and between the Registrant and Yu Hiyang and Beckford Finance SA dated July 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
10.2 | Stock Purchase Agreement by and between Capital Alliance and Registrant dated July 21, 2005 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2005) | |
10.3 | Management Agreement by and between the Registrant and Capital Alliance dated September 18, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
10.4 | Share Holding Agreement by between Capital Alliance, SE Global and Sun Media Investment Holdings Ltd. dated September 18, 2005 (incorporated by reference from our Current Report on Form 8-K filed on September 22, 2005) | |
10.5 | Stock Purchase Agreement dated December 31, 2005 by and between Registrant and Barron Partners LP (incorporated by reference from our Current Report on Form 8-K filed on January 6, 2006) | |
10.6* | Note Purchase Agreement and Convertible Note dated December 31, 2005 between Registrant and Barron Partners LP | |
10.7* | Form of Common Stock Purchase Warrant dated December 31, 2005 issued by Registrant to Barron Partners LP | |
10.8 | Stock Purchase Agreement dated March 6, 2006 by and between Registrant and Barron Partners LP (incorporated by reference from our Current Report on Form 8-K filed on March 9, 2006) | |
10.9* | Note Purchase Agreement and Convertible Note dated March 6, 2006 between Registrant and Barron Partners LP | |
10.10* | Form of Common Stock Purchase Warrant dated March 6, 2006 issued by Registrant to Barron Partners LP | |
10.11 | Termination Agreement dated March 31, 2006 by and between the Registrant and Sun Media Investment Holdings Ltd (incorporated by reference from our Current Report on Form 8-K filed on April 5, 2006) |
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Exhibit | ||
Number | Exhibit Title | |
14.1 | Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on January 13, 2006) | |
21.1 | Subsidiaries of Sun New Media, Inc. (incorporated by reference from our Annual Report on Form 10-KSB filed on January 13, 2006) | |
23.1* | Consent of Moores Rowland Mazars | |
23.2 | Consent of DLA Piper Rudnick Gray Cary US LLP (included in Exhibit 5.1) | |
24.1** | Power of Attorney |
* | Filed herewith | |
** | Previously filed |