UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission File Number - 33-42498
SUN NETWORK GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 65-024624
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1515 University Drive, Suite 111-C, Coral Springs, FL 33065
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 360-4080
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Securities registered pursuant to Section 12 (b) of the Act: None.
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Securities registered pursuant to Section 12 (g) of the Act: Common Stock.
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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 twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
21,665,399 shares of common stock, $.0001 par value, were issued and outstanding
on December 31, 2001.
The aggregate market value of the Registrant's common stock held by
nonaffiliates of the Registrant as of the close of business on December 31,
2001(an aggregate of 9,730,399 shares out of a total of 21,665,399 shares
outstanding at that time) was $00.00 computed by reference to the closing bid
price of $00.00 on December 31, 2001.
Explanatory Note
The purpose of this amendment to the company's annual report on Form
10-K, 10-K/A Amendment No. 1 and 10-K/A Amendment No. 2, is to revise the title
for the person signing the report and the certification pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 12th day of
June, 2003.
SUN NETWORK GROUP, INC.
By: /s/ T. Joseph Coleman
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T. Joseph Coleman
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant, and
in the capacities and on the date indicated.
Signatures Title Date
/s/ T. Joseph Coleman Director, President, CEO and Acting CFO June 12, 2003
/s/ William H. Coleman Director and Secretary June 12, 2003
CERTIFICATION
I, T. Joseph Coleman, CEO and Acting CFO, certify that:
1. I have reviewed this annual report on Form 10-K, Form 10-K/A Amendment No. 1
and Form 10-K/A Amendment No. 2 of Sun Network Group, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
June 12, 2003
/s/ T. Joseph Coleman
Chief Executive Officer and Acting Chief Financial Officer