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<title>Form S-8</title>
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      <p ALIGN="CENTER" style="line-height: 100%; margin-top: 0; margin-bottom: 0">OMB APPROVAL</font></b></td>
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      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">OMB Number: 3235-0066</p>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">Expires: August 31, 2007</p>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">Estimated average burden</p>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">hours per response . . . .24.00</p>
      </font></td>
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<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
</b>Washington, D.C. 20549</p>
<b>
<p ALIGN="CENTER">FORM S-8</p>
<p ALIGN="CENTER">REGISTRATION STATEMENT<br>
UNDER THE SECURITIES ACT OF 1933</p>
<u>
<p ALIGN="CENTER">SUN NEW MEDIA INC.</u><br>
</b>(Exact name of registrant as specified in its charter)</p>
</font>
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      <p ALIGN="CENTER"><u>Minnesota</u></font></b></td>
    <td WIDTH="45%" VALIGN="BOTTOM"><b><font SIZE="2">
      <p ALIGN="CENTER"><u>410985135</u></font></b></td>
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    <td WIDTH="48%" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(State or other jurisdiction of<br>
      incorporation or organization)</font></td>
    <td WIDTH="45%" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(IRS Employer<br>
      Identification No.)</font></td>
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<b><u><font SIZE="2">
<p ALIGN="CENTER">P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar,
CA 91765</font></u></b><font SIZE="2"><br>
&nbsp;(Address of principal executive offices)</p>
<b><u>
<p ALIGN="CENTER">Management Agreement with Capital Alliance Group Inc.</u><br>
</b>(Full title of the plan)</p>
<b>
<p ALIGN="CENTER">Bruno Wu, Chairman<br>
Sun New Media Inc.<br>
P.O. Box 297<br>
1142 South Diamond Bar Boulevard<br>
<u>Diamond Bar, CA 91765</u><br>
</b>(Name and address of agent for service)</p>
<b><u>
<p ALIGN="CENTER">(604) 871-9909</u><br>
</b>(Telephone number, including area code, of agent for service)</p>
<b>
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</b></font>
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      <p ALIGN="CENTER">Title of Securities to<br>
      be Registered</font></b></td>
    <td WIDTH="20%" VALIGN="BOTTOM" HEIGHT="55"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount to be<br>
      Registered</font></b></td>
    <td WIDTH="19%" VALIGN="BOTTOM" HEIGHT="55"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed<br>
      Maximum Offering<br>
      Price Per Share</font></b></td>
    <td WIDTH="21%" VALIGN="BOTTOM" HEIGHT="55"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed<br>
      Maximum Aggregate<br>
      Offering Price</font></b></td>
    <td WIDTH="17%" VALIGN="BOTTOM" HEIGHT="55"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount of<br>
      Registration Fee</font></b></td>
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    <td WIDTH="23%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p>Common Stock,<br>
      par value $0.01</font></td>
    <td WIDTH="20%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">A maximum of<br>
      250,000 shares<sup>(3)</sup></font></td>
    <td WIDTH="19%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$3.32<sup>(1)</sup></font></td>
    <td WIDTH="21%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$830,000<sup>(1)</sup></font></td>
    <td WIDTH="17%" VALIGN="TOP" HEIGHT="48"><font SIZE="2">
      <p ALIGN="CENTER">$97.69<sup>(1)</sup></font></td>
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      <p>Notes</font></b><font SIZE="2">:</font></td>
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      <p ALIGN="RIGHT">(1)</font></td>
    <td WIDTH="89%" VALIGN="TOP"><font SIZE="1">
      <p>The price is estimated in accordance with Rule 457(h)(1) under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee, based on the average of the bid and asked price
      ($3.20 bid; $3.35 ask) of the common stock as reported on the National
      Association of Securities Dealers Inc.'s Over the Counter Bulletin Board
      on November 2, 2005.</font></td>
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<hr color="#000080" size="1">
<p ALIGN="CENTER">SUN NEW MEDIA INC.<br>
REGISTRATION STATEMENT ON FORM S-8</p>
</font></b><font SIZE="2"><b>
<p ALIGN="CENTER">EXPLANATORY NOTE</p>
</b>
<p>This registration statement registers offers and sales of shares of common
stock, issuable to one party pursuant to a management agreement that includes
shares that constitute &quot;control securities&quot; under General Instruction
C to Form S-8.</p>
<p>This registration statement contains two parts. The first part contains a
description of the plan under which the Registrant has and will issue shares to
the one party. The second part contains information required in the registration
statement pursuant to Part II of Form S-8.</p>
<b>
<p ALIGN="CENTER">PART I</p>
<p ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
<p>Item&nbsp;1. Plan Information.
</p>
</b>
<ol TYPE="a">
<i>
<li>General Plan Information</i>. This registration statement covers shares
issued pursuant to a management agreement (the &quot;Plan&quot;). Under the
terms of the Plan, Sun New Media Inc. (the &quot;Registrant&quot;) has issued
250,000 shares of its $0.01 par value common stock (the &quot;Stock&quot;) to
Capital Alliance Group Inc. as consideration for management services being
provided to the registrant. The Plan is described in the management agreement
filed as Exhibits 4.1. The Plan is not subject to the provisions of ERISA and
the Plan has no administrators.<br>
</li>
<i>
<li>Description of Securities</i>. The authorized capital stock of the
Registrant consists of 750,000,000 shares of common stock with a par value of
$0.01 per share; and 250,000,000 shares of preferred stock with a par value of
$0. 01 per share. As of November 4, 2005, there were 64,306,870 shares of common
stock and no shares of preferred stock issued and outstanding of the Registrant.<br>
<br>
The holders of shares of common stock of the Registrant are entitled to one vote
for each share held of record on each matter submitted to shareholders. Shares
of common stock do not have cumulative voting rights for the election of
directors. The holders of shares of common stock are entitled to receive such
dividends as the Board of Directors may from time to time declare out of funds
of the Registrant, legally available for the payment of dividends. The holders
of shares of common stock do not have any preemptive rights to subscribe for or
purchase any stock, obligations or other securities of the Registrant and have
no rights to convert their common stock into any other securities.<br>
<br>
On any liquidation, dissolution or winding up of the Registrant, holders of
shares of common stock are entitled to receive pro rata on all of the assets of
the Registrant available for distribution to shareholders.<br>
</li>
<i>
<li>Issuance of Shares</i>. The Registrant entered into a management agreement
with Capital Alliance Group Inc. dated September 18, 2005. Capital Alliance
Group Inc.,owns approximately 10.91% of the issued and outstanding shares of the
Registrant . The management agreement required the Registrant to immediately
issue 250,000 shares of the Registrant's common stock to Capital Alliance Group
Inc. The shares of common stock of the Registrant were to be issued as full
consideration for the management services being offered to the Registrant under
the management agreement.<br>
<br>
250,000 shares have been issued to Capital Alliance Group Inc., in payment of
the consideration due under the management agreement and are now being
registered under this Form S-8.<br>
</li>
<i>
<li>Resale Restrictions</i>. The consultant is a former majority shareholder of
Registrant and is therefore bound by Rule 144 and in particular the volume
limitations of Rule 144 which prohibits sales of more than 1% of the issued and
outstanding shares of Registrant's common stock in any three-month period under
Rule 144.</li>
</ol>
  <p align="center">-2-</p>
  <hr color="#000080" size="1">
  <p><b>
Item&nbsp;2. Company Information and Plan Annual Information.</p>
</b>
<p>
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are also
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to Capital Alliance Group Inc. pursuant to Rule 428(b)
are available without charge by contacting:</p>
<blockquote>
  <blockquote>
    <p>Sun New Media Inc.<br>
    Attention: The President<br>
    (Telephone: (604) 871-9909)</p>
    <b>
    </blockquote>
  </blockquote>
  <p ALIGN="CENTER">PART II</p>
  <p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
  <p>Item&nbsp;3. Incorporation of Documents by Reference.</p>
</b>
<p>The following documents filed by the Registrant are incorporated herein by
reference:</p>
<ol>
  <li>The description of the Company's shares contained in the Registration
    Statement on Form 10-SB (SEC document number 000-26347), filed with the
    Securities and Exchange Commission on June 14, 1999, including all
    amendments and reports for the purpose of updating such description;</li>
  <li>The Company's Information Statement on Form 14a filed with the Securities
    and Exchange Commission on August 22, 2005;</li>
  <li>The Company's Annual Report on Form 10-K/A for the year ended December
    31, 2004 filed June 9, 2005, including all material incorporated by
    reference therein;;</li>
  <li>The Company's Quarterly Reports on Form 10-QSB, filed on May 17, 2005,
    August 15, 2005, and November 14, 2004;</li>
  <li>The Current Reports on Form 8-K filed by the Company on July 22, 2005,
    July 21, 2005, September 22, 2005, September 30, 2005; November 2, 2005 and
    November 3, 2005. .</li>
</ol>
<p>In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</p>
<p>You may read and copy any reports, statements of other information were filed
at the SEC's Public Reference Rooms at 100 F Street, NE, Washington, DC
20549-2521. Please call the SEC at 202-551-8090 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services, such as Primark, whose telephone
number is 1-800-777-3272, or on the internet at the SEC's website at www.sec.gov.</p>
<b>
<p>Item&nbsp;4. Description of Securities.</p>
</b>
<p>Not applicable.</p>
<p align="center">-3-</p>
<b>
<hr color="#000080" size="1">
<p>Item&nbsp;5. Interests of Named Experts and Counsel.</p>
</b>
<p>Not applicable.</p>
<b>
<p>Item&nbsp;6. Indemnification of Directors and Officers.</p>
</b>
<p>Section 302A.521<b> </b>of <i>Minnesota Business Corporation Act</i> provides
as follows with respect to Indemnification of directors and officers:</p>
<blockquote>
    <p>Subdivision 1. <b>Definitions.</p>
  <blockquote>
    </b>
    <p>(a) For purposes of this section, the terms defined in this subdivision
    have the meanings given them.</p>
    <p>(b) &quot;Corporation&quot; includes a domestic or foreign corporation
    that was the predecessor of the corporation referred to in this section in a
    merger or other transaction in which the predecessor's existence ceased upon
    consummation of the transaction.</p>
    <p>(c) &quot;Official capacity&quot; means (1) with respect to a director,
    the position of director in a corporation, (2) with respect to a person
    other than a director, the elective or appointive office or position held by
    an officer, member of a committee of the board, or the employment
    relationship undertaken by an employee of the corporation, and (3) with
    respect to a director, officer, or employee of the corporation who, while a
    director, officer, or employee of the corporation, is or was serving at the
    request of the corporation or whose duties in that position involve or
    involved service as a director, officer, partner, trustee, governor,
    manager, employee, or agent of another organization or employee benefit
    plan, the position of that person as a director, officer, partner, trustee,
    governor, manager, employee, or agent, as the case may be, of the other
    organization or employee benefit plan.</p>
    <p>(d) &quot;Proceeding&quot; means a threatened, pending, or completed
    civil, criminal, administrative, arbitration, or investigative proceeding,
    including a proceeding by or in the right of the corporation.</p>
    <p>(e) &quot;Special legal counsel&quot; means counsel who has not
    represented the corporation or a related organization, or a director,
    officer, member of a committee of the board, or employee, whose
    indemnification is in issue.</p>
  </blockquote>
    <p>Subdivision 2. <b>Indemnification mandatory; standard.</p>
    </b>
  <blockquote>
    <p>(a) Subject to the provisions of subdivision 4, a corporation shall
    indemnify a person made or threatened to be made a party to a proceeding by
    reason of the former or present official capacity of the person against
    judgments, penalties, fines, including, without limitation, excise taxes
    assessed against the person with respect to an employee benefit plan,
    settlements, and reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in connection with the proceeding, if,
    with respect to the acts or omissions of the person complained of in the
    proceeding, the person:</p>
    <blockquote>
    <p>(1) has not been indemnified by another organization or employee benefit
    plan for the same judgments, penalties, fines, including, without
    limitation, excise taxes assessed against the person with respect to an
    employee benefit plan, settlements, and reasonable expenses, including
    attorneys' fees and disbursements, incurred by the person in connection with
    the proceeding with respect to the same acts or omissions;</p>
    <p>(2) acted in good faith;</p>
    <p>(3) received no improper personal benefit and section 302A.255, if
    applicable, has been satisfied;</p>
    <p>(4) in the case of a criminal proceeding, had no reasonable cause to
    believe the conduct was unlawful; and</p>
    </blockquote>
  </blockquote>
</blockquote>
    <p align="center">-3-</p>
<hr color="#000080" size="1">
<blockquote>
  <blockquote>
    <blockquote>
    <p>(5) in the case of acts or omissions occurring in the official capacity
    described in subdivision 1, paragraph (c), clause (1) or (2), reasonably
    believed that the conduct was in the best interests of the corporation, or
    in the case of acts or omissions occurring in the official capacity
    described in subdivision 1, paragraph (c), clause (3), reasonably believed
    that the conduct was not opposed to the best interests of the corporation.
    If the person's acts or omissions complained of in the proceeding relate to
    conduct as a director, officer, trustee, employee, or agent of an employee
    benefit plan, the conduct is not considered to be opposed to the best
    interests of the corporation if the person reasonably believed that the
    conduct was in the best interests of the participants or beneficiaries of
    the employee benefit plan.</p>
    </blockquote>
    <p>(b) The termination of a proceeding by judgment, order, settlement,
    conviction, or upon a plea of nolo contendere or its equivalent does not, of
    itself, establish that the person did not meet the criteria set forth in
    this subdivision.</p>
  </blockquote>
    <p>Subdivision 3. <b>Advances.</p>
    </b>
  <blockquote>
    <p>Subject to the provisions of subdivision 4, if a person is made or
    threatened to be made a party to a proceeding, the person is entitled, upon
    written request to the corporation, to payment or reimbursement by the
    corporation of reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in advance of the final disposition of
    the proceeding, (a) upon receipt by the corporation of a written affirmation
    by the person of a good faith belief that the criteria for indemnification
    set forth in subdivision 2 have been satisfied and a written undertaking by
    the person to repay all amounts so paid or reimbursed by the corporation, if
    it is ultimately determined that the criteria for indemnification have not
    been satisfied, and (b) after a determination that the facts then known to
    those making the determination would not preclude indemnification under this
    section. The written undertaking required by clause (a) is an unlimited
    general obligation of the person making it, but need not be secured and
    shall be accepted without reference to financial ability to make the
    repayment.</p>
  </blockquote>
    <p>Subdivision 4. <b>Prohibition or limit on indemnification or advances.</p>
    </b>
  <blockquote>
    <p>The articles or bylaws either may prohibit indemnification or advances of
    expenses otherwise required by this section or may impose conditions on
    indemnification or advances of expenses in addition to the conditions
    contained in subdivisions 2 and 3 including, without limitation, monetary
    limits on indemnification or advances of expenses, if the prohibition or
    conditions apply equally to all persons or to all persons within a given
    class. A prohibition or limit on indemnification or advances may not apply
    to or affect the right of a person to indemnification or advances of
    expenses with respect to any acts or omissions of the person occurring prior
    to the effective date of a provision in the articles or the date of adoption
    of a provision in the bylaws establishing the prohibition or limit on
    indemnification or advances.</p>
  </blockquote>
    <p>Subdivision 5. <b>Reimbursement to witnesses.</p>
    </b>
  <blockquote>
    <p>This section does not require, or limit the ability of, a corporation to
    reimburse expenses, including attorneys' fees and disbursements, incurred by
    a person in connection with an appearance as a witness in a proceeding at a
    time when the person has not been made or threatened to be made a party to a
    proceeding.</p>
  </blockquote>
    <p>Subdivision 6. <b>Determination of eligibility.</p>
    </b>
  <blockquote>
    <p>(a) All determinations whether indemnification of a person is required
    because the criteria set forth in subdivision 2 have been satisfied and
    whether a person is entitled to payment or reimbursement of expenses in
    advance of the final disposition of a proceeding as provided in subdivision
    3 shall be made:</p>
    <blockquote>
    <p>(1) by the board by a majority of a quorum, if the directors who are at
    the time parties to the proceeding are not counted for determining either a
    majority or the presence of a quorum;</p>
    </blockquote>
  </blockquote>
</blockquote>
    <p align="center">-4-</p>
<hr color="#000080" size="1">
<blockquote>
  <blockquote>
    <blockquote>
    <p>(2) if a quorum under clause (1) cannot be obtained, by a majority of a
    committee of the board, consisting solely of two or more directors not at
    the time parties to the proceeding, duly designated to act in the matter by
    a majority of the full board including directors who are parties;</p>
    <p>(3) if a determination is not made under clause (1) or (2), by special
    legal counsel, selected either by a majority of the board or a committee by
    vote pursuant to clause (1) or (2) or, if the requisite quorum of the full
    board cannot be obtained and the committee cannot be established, by a
    majority of the full board including directors who are parties;</p>
    <p>(4) if a determination is not made under clauses (1) to (3), by the
    affirmative vote of the shareholders required by section 302A.437, but the
    shares held by parties to the proceeding must not be counted in determining
    the presence of a quorum and are not considered to be present and entitled
    to vote on the determination; or</p>
    <p>(5) if an adverse determination is made under clauses (1) to (4) or under
    paragraph (b), or if no determination is made under clauses (1) to (4) or
    under paragraph (b) within 60 days after (i) the later to occur of the
    termination of a proceeding or a written request for indemnification to the
    corporation or (ii) a written request for an advance of expenses, as the
    case may be, by a court in this state, which may be the same court in which
    the proceeding involving the person's liability took place, upon application
    of the person and any notice the court requires. The person seeking
    indemnification or payment or reimbursement of expenses pursuant to this
    clause has the burden</font>
      <font SIZE="2">of establishing that the person is entitled to indemnification or payment
    or reimbursement of expenses.</p>
    </blockquote>
    <p>(b) With respect to a person who is not, and was not at the time of the
    acts or omissions complained of in the proceedings, a director, officer, or
    person possessing, directly or indirectly, the power to direct or cause the
    direction of the management or policies of the corporation, the
    determination whether indemnification of this person is required because the
    criteria set forth in subdivision 2 have been satisfied and whether this
    person is entitled to payment or reimbursement of expenses in advance of the
    final disposition of a proceeding as provided in subdivision 3 may be made
    by an annually appointed committee of the board, having at least one member
    who is a director. The committee shall report at least annually to the board
    concerning its actions.</p>
  </blockquote>
    <p>Subdivision 7. <b>Insurance.</p>
    </b>
</font>
  <blockquote>
    <font SIZE="2">
    <p>A corporation may purchase and maintain insurance on behalf of a person
    in that person's official capacity against any liability asserted against
    and incurred by the person in or arising from that capacity, whether or not
    the corporation would have been required to indemnify the person against the
    liability under the provisions of this section.</p>
  </blockquote>
    <p>Subdivision 8. <b>Disclosure.</p>
    </b>
</font>
  <blockquote>
    <font SIZE="2">
    <p>A corporation that indemnifies or advances expenses to a person in
    accordance with this section in connection with a proceeding by or on behalf
    of the corporation shall report to the shareholders in writing the amount of
    the indemnification or advance and to whom and on whose behalf it was paid
    not later than the next meeting of shareholders.</p>
  </blockquote>
    <p>Subdivision 9. <b>Indemnification of other persons.</p>
    </b>
</font>
  <blockquote>
    <font SIZE="2">
    <p>Nothing in this section shall be construed to limit the power of the
    corporation to indemnify persons other than a director, officer, employee,
    or member of a committee of the board of the corporation by contract or
    otherwise.</p>
    <p>The Company's Bylaws provide as follows with respect to indemnification
    of directors and officers:</p>
  </blockquote>
    <p>ARTICLE VII INDEMNIFICATION</p>
</blockquote>
    <p align="center">-5-</p>
<hr color="#000080" size="1"></font>
<blockquote>
  <blockquote>
    <font SIZE="2">
    <p>Directors, officers, committee members, and other persons shall have the
    rights to indemnification provided by Section 302A.521 of the Minnesota
    Statutes and law amendatory thereof and supplementary thereto.</p>
  </blockquote>
</blockquote>
<b>
<p>Item&nbsp;7. Exemption from Registration Claimed.</p>
</b>
<p>Not Applicable.</p>
<b>
<p>Item&nbsp;8. Exhibits.</p>
</b></font>
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    <td WIDTH="13%" VALIGN="BOTTOM"><font SIZE="2">
      <b>
      <p><u>Exhibit</u></b></font><u> <font SIZE="2">
      <b>Number</b></font></u></p>
    </td>
    <td WIDTH="3%" VALIGN="BOTTOM">&nbsp;</td>
    <td WIDTH="85%" VALIGN="BOTTOM"><b><u><font SIZE="2">
      <p>Description</font></u></b></td>
  </tr>
  <tr>
    <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">
      <p>5</font></td>
    <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
      <p><a href="exhibit5.htm">Opinion Letter of Laura E. Anthony, Esq.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">
      <p>10</font></td>
    <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
      <p><a href="s8exhibit10.htm">Management Agreement with Capital Alliance Group Inc.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">
      <p>23.1</font></td>
    <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
      <p>Consent of Opinion of Laura E. Anthony, Esq. (included in Exhibit 5)</font></td>
  </tr>
  <tr>
    <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">
      <p>23.2</font></td>
    <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
      <p><a href="ex232s8.htm">Consent of Independent Auditor</a></font></td>
  </tr>
  <tr>
    <td WIDTH="13%" VALIGN="TOP"><font SIZE="2">
      <p>24</font></td>
    <td WIDTH="3%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
      <p><a href="exhibit24b.htm">Power of Attorney (included in signature page)</a></font></td>
  </tr>
</table>
<b><font SIZE="2">
<p>Item&nbsp;9. Undertakings.</p></b>
<ol TYPE="a">
  <li></font>
  <p style="line-height: 100%; margin-top: 0; margin-bottom: 0"><font SIZE="2">The Company hereby undertakes:</li>
<ol>
  <li>
    <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:</li>
  <ol TYPE="i">
    <li>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">To include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933, as amended.</li>
    <li>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">To reflect in the prospectus any facts or events arising after the
      effective date of this Registration Statement (or the most recent
      post-effective amendment hereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low and high end of the estimated maximum offering
      range may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent change in the maximum aggregate
      offering price set forth in the &quot;Calculation of Registration
      Fee&quot; table in the effective registration statement;</li>
    <li>
      <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;</li>
  </ol>
</ol>
</ol>
<blockquote>
  <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement.</p>
</blockquote>
</font>
<ol TYPE="a">
  <font SIZE="2">
<ol start="2">
  <li>
    <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at the time shall be deemed to be the initial
    bona fide offering thereof.</li>
  <li>
    <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.</li>
</ol>
</ol>
  <p style="line-height: 100%; margin-top: 0; margin-bottom: 0" align="center">-6-</p>
  <hr color="#000080" size="1"></font>
<ol TYPE="a" start="2">
  <font SIZE="2">
<li>
  <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.<br>
</li>
<li>
  <p style="line-height: 100%; margin-top: 0; margin-bottom: 0">Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and persons controlling the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Commission such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Company will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.</li>
</ol>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
<p>The Registrant.</b> Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on November 9,
2005.</p>
<p>&nbsp;</p>
<b>
<p>SUN NEW MEDIA INC.</p>
<p>&nbsp;</p>
</b>
<p>By /s/ Bruno Wu</p>
<p> _________________________<u><br>
</u>Bruno Wu, Chairman</p>
<p ALIGN="CENTER">&nbsp;-7-</p>
  <hr color="#000080" size="1">
<b>
<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</b>
<p>KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Toby Chu his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.</p>
<p>In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 9, 2005:</p>
<b>
<p>Signatures</p>
</b></font>
<div align="center">
  <center>
<table  BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="95%" bordercolor="#000000">
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><b><font SIZE="2">
      <p>Name and Signature</font></b></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="TOP"><b><font SIZE="2">
      <p>Title</font></b></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="BOTTOM"><font SIZE="2">
      <p><br>
      /s/ Bruno Wu
      </p>
      </font></td>
    <td WIDTH="6%" VALIGN="BOTTOM">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Chairman & Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: Bruno Wu</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ Yucheng Ding</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Chief Executive Officer and Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: Yucheng Ding</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ Xiaotao Chen</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Chief Operations Officer and Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: Xiaotao Chen</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ John Zongyang Li</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Executive Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: John Zongyang Li</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ Chauncey Shey</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Vice Chairman and Independent Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="MIDDLE"><font SIZE="2">
      <p>Per: Chauncey Shey</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="MIDDLE">&nbsp;</td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ Kay Koplovitz</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Vice Chairman and Independent Director</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: Kay Koplovitz</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>&nbsp;</p>
      <p>&nbsp;/s/ Clarence Lo</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM"><font SIZE="2">
      <p>Chief Financial Officer and Secretary</font></td>
  </tr>
  <tr>
    <td WIDTH="43%" VALIGN="TOP"><font SIZE="2">
      <p>Per: Clarence Lo</font></td>
    <td WIDTH="6%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="52%" VALIGN="BOTTOM">&nbsp;</td>
  </tr>
</table>
  </center></div>
<p align="center"><font size="2">-8-</font></p>
<font SIZE="2">
<p>&nbsp;</p>
</font>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "forms8nov905.htm", "description": "FORM S-8 - NOVEMBER 9, 2005", "secsgml_size_bytes": 39763}]
{"company-data": {"conformed-name": "SUN NEW MEDIA INC.", "cik": "0001088005", "assigned-sic": "7389", "irs-number": "410985135", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129603", "film-number": "051190315"}, "business-address": {"street1": "P.O. BOX 297", "street2": "1142 DIAMOND BAR BOULEVARD", "city": "DIAMOND BAR", "state": "CA", "zip": "91765", "phone": "6048719909"}, "mail-address": {"street1": "P.O. BOX 297", "street2": "1142 DIAMOND BAR BOULEVARD", "city": "DIAMOND BAR", "state": "CA", "zip": "91765"}, "former-company": [{"former-conformed-name": "SE GLOBAL EQUITIES CORP", "date-changed": "20010614"}, {"former-conformed-name": "FUTURE TECHNOLOGIES INC", "date-changed": "20010321"}]}
Form S-8
OMB APPROVAL
OMB Number: 3235-0066
Expires: August 31, 2007
Estimated average burden
hours per response . . . .24.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SUN NEW MEDIA INC.
(Exact name of registrant as specified in its charter)
Minnesota
410985135
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
P.O. Box 297, 1142 South Diamond Bar Boulevard, Diamond Bar,
CA 91765
(Address of principal executive offices)
Management Agreement with Capital Alliance Group Inc.
(Full title of the plan)
Bruno Wu, Chairman
Sun New Media Inc.
P.O. Box 297
1142 South Diamond Bar Boulevard
Diamond Bar, CA 91765
(Name and address of agent for service)
(604) 871-9909
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum Offering
Price Per Share
Proposed
Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common Stock,
par value $0.01
A maximum of
250,000 shares
(3)
$3.32
(1)
$830,000
(1)
$97.69
(1)
Notes
:
(1)
The price is estimated in accordance with Rule 457(h)(1) under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee, based on the average of the bid and asked price
      ($3.20 bid; $3.35 ask) of the common stock as reported on the National
      Association of Securities Dealers Inc.'s Over the Counter Bulletin Board
      on November 2, 2005.
SUN NEW MEDIA INC.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This registration statement registers offers and sales of shares of common
stock, issuable to one party pursuant to a management agreement that includes
shares that constitute "control securities" under General Instruction
C to Form S-8.
This registration statement contains two parts. The first part contains a
description of the plan under which the Registrant has and will issue shares to
the one party. The second part contains information required in the registration
statement pursuant to Part II of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
General Plan Information
. This registration statement covers shares
issued pursuant to a management agreement (the "Plan"). Under the
terms of the Plan, Sun New Media Inc. (the "Registrant") has issued
250,000 shares of its $0.01 par value common stock (the "Stock") to
Capital Alliance Group Inc. as consideration for management services being
provided to the registrant. The Plan is described in the management agreement
filed as Exhibits 4.1. The Plan is not subject to the provisions of ERISA and
the Plan has no administrators.
Description of Securities
. The authorized capital stock of the
Registrant consists of 750,000,000 shares of common stock with a par value of
$0.01 per share; and 250,000,000 shares of preferred stock with a par value of
$0. 01 per share. As of November 4, 2005, there were 64,306,870 shares of common
stock and no shares of preferred stock issued and outstanding of the Registrant.
The holders of shares of common stock of the Registrant are entitled to one vote
for each share held of record on each matter submitted to shareholders. Shares
of common stock do not have cumulative voting rights for the election of
directors. The holders of shares of common stock are entitled to receive such
dividends as the Board of Directors may from time to time declare out of funds
of the Registrant, legally available for the payment of dividends. The holders
of shares of common stock do not have any preemptive rights to subscribe for or
purchase any stock, obligations or other securities of the Registrant and have
no rights to convert their common stock into any other securities.
On any liquidation, dissolution or winding up of the Registrant, holders of
shares of common stock are entitled to receive pro rata on all of the assets of
the Registrant available for distribution to shareholders.
Issuance of Shares
. The Registrant entered into a management agreement
with Capital Alliance Group Inc. dated September 18, 2005. Capital Alliance
Group Inc.,owns approximately 10.91% of the issued and outstanding shares of the
Registrant . The management agreement required the Registrant to immediately
issue 250,000 shares of the Registrant's common stock to Capital Alliance Group
Inc. The shares of common stock of the Registrant were to be issued as full
consideration for the management services being offered to the Registrant under
the management agreement.
250,000 shares have been issued to Capital Alliance Group Inc., in payment of
the consideration due under the management agreement and are now being
registered under this Form S-8.
Resale Restrictions
. The consultant is a former majority shareholder of
Registrant and is therefore bound by Rule 144 and in particular the volume
limitations of Rule 144 which prohibits sales of more than 1% of the issued and
outstanding shares of Registrant's common stock in any three-month period under
Rule 144.
-2-
Item 2. Company Information and Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are also
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to Capital Alliance Group Inc. pursuant to Rule 428(b)
are available without charge by contacting:
Sun New Media Inc.
Attention: The President
(Telephone: (604) 871-9909)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant are incorporated herein by
reference:
The description of the Company's shares contained in the Registration
    Statement on Form 10-SB (SEC document number 000-26347), filed with the
    Securities and Exchange Commission on June 14, 1999, including all
    amendments and reports for the purpose of updating such description;
The Company's Information Statement on Form 14a filed with the Securities
    and Exchange Commission on August 22, 2005;
The Company's Annual Report on Form 10-K/A for the year ended December
    31, 2004 filed June 9, 2005, including all material incorporated by
    reference therein;;
The Company's Quarterly Reports on Form 10-QSB, filed on May 17, 2005,
    August 15, 2005, and November 14, 2004;
The Current Reports on Form 8-K filed by the Company on July 22, 2005,
    July 21, 2005, September 22, 2005, September 30, 2005; November 2, 2005 and
    November 3, 2005. .
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
You may read and copy any reports, statements of other information were filed
at the SEC's Public Reference Rooms at 100 F Street, NE, Washington, DC
20549-2521. Please call the SEC at 202-551-8090 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services, such as Primark, whose telephone
number is 1-800-777-3272, or on the internet at the SEC's website at www.sec.gov.
Item 4. Description of Securities.
Not applicable.
-3-
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521
of
Minnesota Business Corporation Act
provides
as follows with respect to Indemnification of directors and officers:
Subdivision 1.
Definitions.
(a) For purposes of this section, the terms defined in this subdivision
    have the meanings given them.
(b) "Corporation" includes a domestic or foreign corporation
    that was the predecessor of the corporation referred to in this section in a
    merger or other transaction in which the predecessor's existence ceased upon
    consummation of the transaction.
(c) "Official capacity" means (1) with respect to a director,
    the position of director in a corporation, (2) with respect to a person
    other than a director, the elective or appointive office or position held by
    an officer, member of a committee of the board, or the employment
    relationship undertaken by an employee of the corporation, and (3) with
    respect to a director, officer, or employee of the corporation who, while a
    director, officer, or employee of the corporation, is or was serving at the
    request of the corporation or whose duties in that position involve or
    involved service as a director, officer, partner, trustee, governor,
    manager, employee, or agent of another organization or employee benefit
    plan, the position of that person as a director, officer, partner, trustee,
    governor, manager, employee, or agent, as the case may be, of the other
    organization or employee benefit plan.
(d) "Proceeding" means a threatened, pending, or completed
    civil, criminal, administrative, arbitration, or investigative proceeding,
    including a proceeding by or in the right of the corporation.
(e) "Special legal counsel" means counsel who has not
    represented the corporation or a related organization, or a director,
    officer, member of a committee of the board, or employee, whose
    indemnification is in issue.
Subdivision 2.
Indemnification mandatory; standard.
(a) Subject to the provisions of subdivision 4, a corporation shall
    indemnify a person made or threatened to be made a party to a proceeding by
    reason of the former or present official capacity of the person against
    judgments, penalties, fines, including, without limitation, excise taxes
    assessed against the person with respect to an employee benefit plan,
    settlements, and reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in connection with the proceeding, if,
    with respect to the acts or omissions of the person complained of in the
    proceeding, the person:
(1) has not been indemnified by another organization or employee benefit
    plan for the same judgments, penalties, fines, including, without
    limitation, excise taxes assessed against the person with respect to an
    employee benefit plan, settlements, and reasonable expenses, including
    attorneys' fees and disbursements, incurred by the person in connection with
    the proceeding with respect to the same acts or omissions;
(2) acted in good faith;
(3) received no improper personal benefit and section 302A.255, if
    applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to
    believe the conduct was unlawful; and
-3-
(5) in the case of acts or omissions occurring in the official capacity
    described in subdivision 1, paragraph (c), clause (1) or (2), reasonably
    believed that the conduct was in the best interests of the corporation, or
    in the case of acts or omissions occurring in the official capacity
    described in subdivision 1, paragraph (c), clause (3), reasonably believed
    that the conduct was not opposed to the best interests of the corporation.
    If the person's acts or omissions complained of in the proceeding relate to
    conduct as a director, officer, trustee, employee, or agent of an employee
    benefit plan, the conduct is not considered to be opposed to the best
    interests of the corporation if the person reasonably believed that the
    conduct was in the best interests of the participants or beneficiaries of
    the employee benefit plan.
(b) The termination of a proceeding by judgment, order, settlement,
    conviction, or upon a plea of nolo contendere or its equivalent does not, of
    itself, establish that the person did not meet the criteria set forth in
    this subdivision.
Subdivision 3.
Advances.
Subject to the provisions of subdivision 4, if a person is made or
    threatened to be made a party to a proceeding, the person is entitled, upon
    written request to the corporation, to payment or reimbursement by the
    corporation of reasonable expenses, including attorneys' fees and
    disbursements, incurred by the person in advance of the final disposition of
    the proceeding, (a) upon receipt by the corporation of a written affirmation
    by the person of a good faith belief that the criteria for indemnification
    set forth in subdivision 2 have been satisfied and a written undertaking by
    the person to repay all amounts so paid or reimbursed by the corporation, if
    it is ultimately determined that the criteria for indemnification have not
    been satisfied, and (b) after a determination that the facts then known to
    those making the determination would not preclude indemnification under this
    section. The written undertaking required by clause (a) is an unlimited
    general obligation of the person making it, but need not be secured and
    shall be accepted without reference to financial ability to make the
    repayment.
Subdivision 4.
Prohibition or limit on indemnification or advances.
The articles or bylaws either may prohibit indemnification or advances of
    expenses otherwise required by this section or may impose conditions on
    indemnification or advances of expenses in addition to the conditions
    contained in subdivisions 2 and 3 including, without limitation, monetary
    limits on indemnification or advances of expenses, if the prohibition or
    conditions apply equally to all persons or to all persons within a given
    class. A prohibition or limit on indemnification or advances may not apply
    to or affect the right of a person to indemnification or advances of
    expenses with respect to any acts or omissions of the person occurring prior
    to the effective date of a provision in the articles or the date of adoption
    of a provision in the bylaws establishing the prohibition or limit on
    indemnification or advances.
Subdivision 5.
Reimbursement to witnesses.
This section does not require, or limit the ability of, a corporation to
    reimburse expenses, including attorneys' fees and disbursements, incurred by
    a person in connection with an appearance as a witness in a proceeding at a
    time when the person has not been made or threatened to be made a party to a
    proceeding.
Subdivision 6.
Determination of eligibility.
(a) All determinations whether indemnification of a person is required
    because the criteria set forth in subdivision 2 have been satisfied and
    whether a person is entitled to payment or reimbursement of expenses in
    advance of the final disposition of a proceeding as provided in subdivision
    3 shall be made:
(1) by the board by a majority of a quorum, if the directors who are at
    the time parties to the proceeding are not counted for determining either a
    majority or the presence of a quorum;
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(2) if a quorum under clause (1) cannot be obtained, by a majority of a
    committee of the board, consisting solely of two or more directors not at
    the time parties to the proceeding, duly designated to act in the matter by
    a majority of the full board including directors who are parties;
(3) if a determination is not made under clause (1) or (2), by special
    legal counsel, selected either by a majority of the board or a committee by
    vote pursuant to clause (1) or (2) or, if the requisite quorum of the full
    board cannot be obtained and the committee cannot be established, by a
    majority of the full board including directors who are parties;
(4) if a determination is not made under clauses (1) to (3), by the
    affirmative vote of the shareholders required by section 302A.437, but the
    shares held by parties to the proceeding must not be counted in determining
    the presence of a quorum and are not considered to be present and entitled
    to vote on the determination; or
(5) if an adverse determination is made under clauses (1) to (4) or under
    paragraph (b), or if no determination is made under clauses (1) to (4) or
    under paragraph (b) within 60 days after (i) the later to occur of the
    termination of a proceeding or a written request for indemnification to the
    corporation or (ii) a written request for an advance of expenses, as the
    case may be, by a court in this state, which may be the same court in which
    the proceeding involving the person's liability took place, upon application
    of the person and any notice the court requires. The person seeking
    indemnification or payment or reimbursement of expenses pursuant to this
    clause has the burden
of establishing that the person is entitled to indemnification or payment
    or reimbursement of expenses.
(b) With respect to a person who is not, and was not at the time of the
    acts or omissions complained of in the proceedings, a director, officer, or
    person possessing, directly or indirectly, the power to direct or cause the
    direction of the management or policies of the corporation, the
    determination whether indemnification of this person is required because the
    criteria set forth in subdivision 2 have been satisfied and whether this
    person is entitled to payment or reimbursement of expenses in advance of the
    final disposition of a proceeding as provided in subdivision 3 may be made
    by an annually appointed committee of the board, having at least one member
    who is a director. The committee shall report at least annually to the board
    concerning its actions.
Subdivision 7.
Insurance.
A corporation may purchase and maintain insurance on behalf of a person
    in that person's official capacity against any liability asserted against
    and incurred by the person in or arising from that capacity, whether or not
    the corporation would have been required to indemnify the person against the
    liability under the provisions of this section.
Subdivision 8.
Disclosure.
A corporation that indemnifies or advances expenses to a person in
    accordance with this section in connection with a proceeding by or on behalf
    of the corporation shall report to the shareholders in writing the amount of
    the indemnification or advance and to whom and on whose behalf it was paid
    not later than the next meeting of shareholders.
Subdivision 9.
Indemnification of other persons.
Nothing in this section shall be construed to limit the power of the
    corporation to indemnify persons other than a director, officer, employee,
    or member of a committee of the board of the corporation by contract or
    otherwise.
The Company's Bylaws provide as follows with respect to indemnification
    of directors and officers:
ARTICLE VII INDEMNIFICATION
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Directors, officers, committee members, and other persons shall have the
    rights to indemnification provided by Section 302A.521 of the Minnesota
    Statutes and law amendatory thereof and supplementary thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
Description
5
Opinion Letter of Laura E. Anthony, Esq.
10
Management Agreement with Capital Alliance Group Inc.
23.1
Consent of Opinion of Laura E. Anthony, Esq. (included in Exhibit 5)
23.2
Consent of Independent Auditor
24
Power of Attorney (included in signature page)
Item 9. Undertakings.
The Company hereby undertakes:
To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:
To include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933, as amended.
To reflect in the prospectus any facts or events arising after the
      effective date of this Registration Statement (or the most recent
      post-effective amendment hereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low and high end of the estimated maximum offering
      range may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration
      Fee" table in the effective registration statement;
To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
  this Registration Statement.
That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at the time shall be deemed to be the initial
    bona fide offering thereof.
To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.
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The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and persons controlling the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Commission such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities
  being registered, the Company will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on November 9,
2005.
SUN NEW MEDIA INC.
By /s/ Bruno Wu
_________________________
Bruno Wu, Chairman
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Toby Chu his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 9, 2005:
Signatures
Name and Signature
Title
/s/ Bruno Wu
Chairman & Director
Per: Bruno Wu
/s/ Yucheng Ding
Chief Executive Officer and Director
Per: Yucheng Ding
/s/ Xiaotao Chen
Chief Operations Officer and Director
Per: Xiaotao Chen
/s/ John Zongyang Li
Executive Director
Per: John Zongyang Li
/s/ Chauncey Shey
Vice Chairman and Independent Director
Per: Chauncey Shey
/s/ Kay Koplovitz
Vice Chairman and Independent Director
Per: Kay Koplovitz
/s/ Clarence Lo
Chief Financial Officer and Secretary
Per: Clarence Lo
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