SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------


                                    FORM 8-K
                                    --------


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) December 16, 2004

                           SEA SUN CAPITAL CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                      0-32307                    59-3518707
        --------                      -------                    ----------
(State of Incorporation)            (Commission                 (IRS Employer
                                    File Number)             Identification No.)

                               424 Brookmill Road
                        Oakville, Ontario L6J 5K5, Canada
                        ---------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (905) 884-3680
                                                           --------------


          ------------------------------------------------------------
          (Former Name or Former Address if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))



<PAGE>






Item 2.01.  Completion of Acquisition or Disposition of Assets.
---------------------------------------------------------------

In July 2004, Sea Sun Capital Corporation, a Delaware Corporation (the
"Company") entered into an exchange Agreement (the "Acquisition Agreement") with
all of the stockholders (the "Stockholders") of Sea Sun Capital Corporation, a
Canadian corporation (Sea Sun). On December 16, 2004, (the "Closing Date"),
pursuant to the terms of the Acquisition Agreement, the Company acquired all of
the issued and outstanding capital stock of Sea Sun from the Sea Sun
stockholders in exchange for an aggregate of 8,607,228 newly issued shares of
the Company's Common Stock (the "Acquisition").

Sea Sun Capital Corporation is a leading company which distributes the
environmentally friendly Sea Vu glass-bottom personal watercraft to the world's
largest industry, the tourism market.

The new 2004 "Sea Spy" will be ready for introduction in the first quarter of
2005, and will appeal to additional markets not previously served.

The Company's revenue will be derived from three separate and distinctive
marketing approaches. Under the first approach, the Company has selected
corporate locations which will be managed and owned by the Company. Under the
second approach, the Company will sell master Licenses for geographic
territories to individuals and corporations, under the third approach, the
Company will retail the product through dealer networks and other means, such as
the Internet, trade shows and magazines. The latter approach will provide the
Company with broader brand recognition at a faster rate than the other sources
of revenue.

The company currently has 34 revenue-sharing contracts in effect with existing
Sea Vu watercraft owners throughout the Caribbean and Mexico. These Sea Vu
owners will be offered the first opportunities to purchase Master Licenses or
replace their existing watercraft with the new "Sea Spy" model. The Company has
established a training program that covers product knowledge, safety, marketing
and service.

The need for an exciting water sport alternative has been confirmed. As
environmental concerns and personal safety issues with jet skis become issues of
increasing concern significant opportunities have opened up for Sea Sun.

The Company will initially focus its efforts on the Caribbean, Mexican and Thai
markets. As the Company develops, it will expand into the Mediterranean, Hawaii
and Australia.

The Company currently offers only a one-person Sea Vu personal watercraft.
However, the new "Sea Spy" product line will also offer a two-person unit.
Significant enhancements to the older model will further open the underwater
world to divers and non-divers. The new "Sea Spy" will also target the water
search-and-rescue market. The Sea Vu and "Sea Spy" can be used on all waterways
and the design ensures stability on the water.




<PAGE>






Environmentally unimposing, the Company's watercraft glides slowly over the reef
structures as the underwater world comes into view. The products allow large
numbers of interested visitors to view coral reefs up close without the risk of
damage to the delicate corals.

Perhaps the single most important aspect of the Sea Vu and Sea Spy is a patented
viewing window at the bow water line which offers an unparalleled view of the
beauty of the underwater world. The lens is optically correct and disperses
bubbles and turbulence for clear viewing while moving. Glass-bottom boats
currently in existence have to be stopped in order to allow a clear,
unobstructed underwater view. The lens' design results in a reduction in hull
noise that eliminates any noise that may alarm marine life. Water clarity is the
only limiting factor affecting viewing distance, allowing the user to see up to
100 feet or more. Marine life and forms, however, are not confined to deep
water. The Sea Vu's and 2004 Sea Spy's exclusive design also allows the crafts
to operate in only 12 inches of water. This feature allows the user to discover
an undersea world that is rich in beauty and teeming with magnificent marine
life.

The new Sea Spy will be powered by a high-performance, digitally controlled
Mercury motor with 50 lbs. of thrust that maximizes the unit's maneuverability.
Mercury Marine, the worlds' largest motor manufacturer, strongly supports the
product. All Company advertising will include "powered by Mercury." Two 12-volt
batteries that provide power to the motor are the latest in marine technology.

The dimensions of the single-person Sea Spy are 117" long by 45" wide with a
depth of 22". The craft weighs approximately 190 lbs. The two-person Sea Spy is
117" long by 90" wide with a depth of 24". The weight of the craft is
approximately 340 lbs.

The Sea Spy single-person and two-person watercraft come in a variety of
attractive colors and all are UV protected. From research and development to
quality of materials, to features, to craftsmanship, to reliable power, the new
Sea Spy watercraft is built durable.

The Sea Vu and Sea Spy lend themselves to the independent travelers and to
Ecotours for small groups. The Company will promote the use of local resources
and labor. The Company will continually remain mindful of conservation
objectives.


Item 4.01.  Changes in Registrant's Certifying Accountant.
----------------------------------------------------------

On September 17, 2004, Sea Sun Capital Corporation (the "Company") engaged
Child, Sullivan and Company as its independent public accountants, to review the
Company's interim financial statements beginning with fiscal quarter ended
September 30, 2004, and to audit the Company's financial statements beginning
with fiscal year ending December 31, 2004. The appointment of Child, Sullivan
and Company as its independent public accountants was approved by the Company's
Board of directors. Effective with the appointment of Child, Sullivan and



<PAGE>






company, the company amicably concluded its relationship with its prior
accountants, Livingston, Wachtel and Co. ("Livingston").

Prior to the appointment of Child, Sullivan and Company, the Company did not
consult with Child, Sullivan and Company on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.

There were no disagreements with Livingston on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure that would have caused Livingston to make references in any report to
such disagreements, and, in fact, issued no reports on the Company's financial
statements and performed no review or audit of statements for the Company.

Livingston's reports on the company's financial statements contained no adverse
opinion or disclaimer and were not modified as to audit scope or accounting
principles.

We have provided Livingston with a copy of this disclosure and requested that it
furnish a letter addressed to the Securities and Exchange Commission (the
"Commission") stating whether it agrees with the above statements. (A copy of
the letter addressed to the Commission is filed as Exhibit 16 to this report on
Form 8-K.)


Item 9.01.  Financial Statements and Exhibits
---------------------------------------------

(a)  Financial Statements of Sea Sun Capital Corporation

(c)  Exhibits

Exhibit 2      Stock Purchase Agreement between the Issuer, Sea Sun Capital
               Corporation (Canada) and Sea Sun Corporation (Canada)
               Shareholders.

Exhibit 16     Letter from Livingston Wachtel and Co., CPAs dated December 15,
               2004, regarding 8-K disclosure.



SIGNATURES
----------

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


                                               Sea Sun Capital Corporation

Date:  December 28, 2004

                                               By:  /s/ Graham Millington
                                                  ------------------------------
                                                    Graham Millington, President


<PAGE>




















                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                              --------------------

                  For the Nine Months Ended September 30, 2004

                                       and

          From Inception, February 19, 2003, through December 31, 2003































                                       F-1
<PAGE>






                           SEA SUN CAPITAL CORPORATION
                           ---------------------------

                              Financial Statements
                              --------------------


                               September 30, 2004




                                    Contents
                                    --------

          Report of Independent Registered Public Accounting Firm

          Financial Statements

          Balance Sheets Statements of Operations and Comprehensive Loss

          Statements of Shareholders' Equity

          Statements of Cash Flows

          Notes to Financial Statements




































                                       F-2
<PAGE>






                C h i l d ,   S u l l i v a n   &   C o m p a n y
                -------------------------------------------------
            Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS

PRINCIPALS:                                                PROFESSIONALS
Douglas W. Child, CPA                                      Cami Carlson
Scott L. Farnes                                            Kristina Chamberlain
Brian Sullivan, CPA                                        Rich Egan, CPA
Marty van Wagoner, CPA                                     Keri Griffone
                                                           Nathan Johansen
                                                           John Larsen
                                                           Shelley McNamara
                                                           Natalie Murphy


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

Board of Directors and Shareholders
Sea Sun Capital Corporation

We have  audited  the  balance  sheets  of Sea  Sun  Capital  Corporation  as of
September  30,  2004 and  December  31,  2003,  and the  related  statements  of
operations and comprehensive loss,  shareholders'  equity and cash flows for the
nine months ended  September  30, 2004 and the period of February 19, 2003 (date
of inception)  through  December 31, 2003.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
as established by the AICPA's  Auditing  Standards  Board and in accordance with
the Standards of the Public Company Accounting  Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Sea Sun Capital Corporation as
of September 30, 2004 and December 31, 2003,  and the results of its  operations
and its cash flows for the nine months ended  September  30, 2004 and the period
of  February  19,  2003  (date of  inception)  through  December  31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the Company has  incurred  significant  net losses since
inception. This raises substantial doubt about the Company's ability to meet its
obligations and to continue as a going concern.  Management's plans in regard to
this matter are described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Child, Sullivan & Company
Kaysville, Utah
November 24, 2004





1284 W. Flint meadow Drive, Suite D                   4764 S. 900 E., Suite 3
Kaysville, Utah 84037                                 Salt Lake City, Utah 84117
Phone    (801) 927-1337                               Phone (801) 927-1337
Fax  (801) 927-1344                www.cpaone.net     Fax   (801) 927-1344


             Member of the AICPA Private Companies Practice Section
         Registered with the Public Companies Accounting Oversight Board
                            Members of AHMA and NAHRO




                                       F-3
<PAGE>





<TABLE>
<CAPTION>
                          SEA SUN CAPITAL CORPORRATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                                 BALANCE SHEETS
                                 --------------

                                                                            September 30,        December 31,
                                                                                 2004                2003
                                                                           ----------------    ----------------
ASSETS

<S>                                                                        <C>                 <C>
Current assets:
   Cash in bank                                                            $           173     $        34,905
   Accounts receivable - related party (note 6)                                      2,317                   -
   Prepaid design work                                                               3,163                   -
                                                                           ----------------    ----------------
         Total current assets                                                        5,653              34,905
                                                                           ----------------    ----------------
Fixed assets:
   Boats and accessories                                                           208,563             152,047
   Office equipment                                                                  1,600               1,302
                                                                           ----------------    ----------------
         Total fixed assets                                                        210,163             153,349
   Less accumulated depreciation                                                   (25,029)                  -
                                                                           ----------------    ----------------
         Net fixed assets                                                          185,134             153,349
Other assets:
   Intangible asset (note 5)                                                       121,371             118,788
                                                                           ----------------    ----------------
Total assets                                                               $       312,158     $       307,042
                                                                           ================    ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                        $         2,560     $             -
   Accounts payable - related party (note 6)                                       123,903              59,307
                                                                           ----------------    ----------------
         Total current liabilities                                                 126,463              59,307

Shareholders' equity:
   Preferred stock; $.001 CDN par value, unlimited shares authorized,
     no shares issued and outstanding (note 4)                                           -                   -
   Common stock; $.001 CDN par value, unlimited shares authorized,
     8,607,228 and 7,715,228 shares issued and outstanding at
     September 30, 2004 and December 31, 2003, respectively (note 4)                 6,805               5,970
   Capital in excess of par value                                                1,466,480           1,206,852
   Accumulated other comprehensive loss                                           (102,320)            (66,741)
   Deficit accumulated during the development stage                             (1,185,270)           (898,346)
                                                                           ----------------    ----------------
         Total shareholders' equity                                                185,695             247,735
                                                                           ----------------    ----------------
Total liabilities and shareholders' equity                                 $       312,158     $       307,042
                                                                           ================    ================
</TABLE>








               See accompanying notes to the financial statements.

                                       F-4
<PAGE>





<TABLE>
<CAPTION>
                          SEA SUN CAPITAL CORPORRATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 -----------------------------------------------

                                                                                          Cumulative
                                                                  From Inception,      from Inception,
                                            For the Nine Months  February 19, 2003,   February 19, 2003,
                                            Ended September 30,   to December 31,      to September 30,
                                                   2004                 2003                 2004
                                             ----------------     ----------------     ----------------

<S>                                          <C>                  <C>                  <C>
Revenue                                      $             -      $             -      $             -

Expenses:
   Consulting                                        143,763              810,338              954,101
   Research and development                           23,029               18,584               41,613
   Legal fees                                         13,180               10,841               24,021
   Vehicles                                            3,576                6,432               10,008
   Contract labor                                     16,928               19,808               36,736
   Depreciation                                       23,817                    -               23,817
   Travel, meals, and entertainment                   31,464               23,549               55,013
   Telephone                                           4,212                2,303                6,515
   Advertising                                             -                  267                  267
   Other general and administrative                    5,363                6,238               11,601
                                             ----------------     ----------------     ----------------
         Total expenses                              265,332              898,360            1,163,692
                                             ----------------     ----------------     ----------------

Net loss from operations                            (265,332)            (898,360)          (1,163,692)

Other income (expense)
   Fixed asset write-off                             (21,593)                   -              (21,593)
   Interest income                                         1                   14                   15
                                             ----------------     ----------------     ----------------
Total other income (expense)                         (21,592)                  14              (21,578)
                                             ----------------     ----------------     ----------------

Net loss before income taxes                        (286,924)            (898,346)          (1,185,270)
   Provision for income taxes                              -                    -                    -
                                             ----------------     ----------------     ----------------
Net loss                                            (286,924)            (898,346)          (1,185,270)

Foreign currency translation adjustments             (35,579)             (66,741)            (102,320)
                                             ----------------     ----------------     ----------------


Total Comprehensive Loss                     $      (322,503)     $      (965,087)     $    (1,287,590)
                                             ================     ================     ================

Net loss per common share                    $         (0.04)     $         (0.24)
                                             ================     ================


Weighted average outstanding shares                7,923,561            4,060,561
                                             ================     ================
</TABLE>







               See accompanying notes to the financial statements.

                                       F-5
<PAGE>





<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
                       ----------------------------------
             FROM INCEPTION, FEBRAURY 19, 2003, TO SEPTEMBER 30,2004
             -------------------------------------------------------


                                                                                                          Deficit
                                                                                        Accumulated     Accumulated
                                                  Common stock           Additional        Other         During the        Total
                                                  ------------            Paid-in      Comprehensive    Development    Shareholders'
                                              Shares        Amount        Capital           Loss           Stage          Equity
                                           ------------  ------------   ------------   --------------   ------------   -------------

<S>                                        <C>           <C>            <C>            <C>              <C>            <C>
Balance, February 19, 2003 (inception)               -   $         -    $         -    $           -    $              $          -

Shares issued at $0.064 USD ($.0833 CND)
   per share cash                               30,000            23          1,911                                           1,934

Shares issued at $0.193 USD ($.25 CND)
   per share for cash                        1,500,000         1,161        289,020                                         290,181

Shares issued at $0.271 USD ($.35 CND)
   per share cash                              185,228           143         50,023                                          50,166

Shares issued as founding shares             1,500,000         1,161         (1,161)                                              -

Shares issued for services                   4,500,000         3,482        867,059                                         870,541

Foreign currency  translation                                                                               (66,741)        (66,741)

Net loss                                                                                                   (898,346)       (898,346)
                                           -----------------------------------------------------------------------------------------

Balance, December 31, 2003                   7,715,228         5,970      1,206,852          (66,741)      (898,346)        247,735
Shares issued at $0..395 USD ($.50 CND)
   per share cash                               30,000            24         11,836                                          11,860
Shares issued at $0..237 USD ($.30 CND)
   per share for fixed assets                  300,000           237         70,921                                          71,158

Shares issued for services                     562,000           444        150,631                                         151,075

Foreign currency translation                                     130         26,240          (35,579)                        (9,209)

Net loss                                                                                    (286,924)                      (286,924)
                                           -----------------------------------------------------------------------------------------

Balance, September 30, 2004                  8,607,228   $     6,805    $ 1,466,480    $    (102,320)   $(1,185,270)   $    185,695
                                           =========================================================================================
</TABLE>














               See accompanying notes to the financial statements

                                       F-6
<PAGE>





<TABLE>
<CAPTION>
                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                                                                                   Cumulative
                                                                            From Inception,     from Inception,
                                                     For the Nine Months  February 19, 2003,   February 19, 2003,
                                                     Ended September 30,   to December 31,      to September 30,
                                                            2004                 2003                 2004
                                                      ----------------     ----------------     ----------------
<S>                                                   <C>                  <C>                  <C>
Cash flows from operating activities
   Net loss                                           $      (286,924)     $      (898,346)     $    (1,185,270)

Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
   Depreciation                                                23,817                    -               23,817
   Shares issued for services                                 151,075              870,541            1,021,616
   Write off of fixed assets                                   21,593                    -               21,593
   Changes in operating assets and liabilities:
      Increase in accounts receivable -
         related party                                         (2,317)                   -               (2,317)
      Increase in prepaid design work                          (3,163)                   -               (3,163)
      Increase in accounts payable                              2,560                    -                2,560
      Increase in accounts payable -
         related party                                         64,596               59,307              123,903
                                                      ----------------     ----------------     ----------------
         Cash provided by (used in) operating
            activities                                        (28,763)              31,502                2,739

Cash flows from investing activities
   Purchase of intangible assets                                    -             (118,788)            (118,788)
   Purchase of fixed assets                                   (11,680)            (153,349)            (165,029)
                                                      ----------------     ----------------     ----------------
         Cash used in operating activities                    (11,680)            (272,137)            (283,817)

Cash flows from financing activities
   Sale of common stock                                        11,860              342,281              354,141
                                                      ----------------     ----------------     ----------------
         Cash provided by financing activities                 11,860              342,281              354,141
Net change in cash                                            (28,583)             101,646               73,063
Foreign currency translation                                   (6,149)             (66,741)             (72,890)
Cash at the beginning of the period                            34,905                    -                    -
                                                      ----------------     ----------------     ----------------


Cash at the end of the period                         $           173      $        34,905      $           173
                                                      ================     ================     ================
Supplemental Information:
     Common stock issued for fixed assets             $        71,158      $             -      $        71,158
                                                      ================     ================     ================
</TABLE>






               See accompanying notes to the financial statements.

                                       F-7
<PAGE>





                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------


Note 1 - Organization
---------------------

          Sea Sun Capital Corporation (The Company) was organized under the laws
          of Alberta, Canada on February 19, 2003. The Company is in business to
          supply  water  leisure  crafts and  accessories  to the  international
          market. The Company will generate revenues through rentals, royalties,
          and sales of the watercrafts.  The Company is considered a development
          stage company as defined in SFAS No. 7. The Company has at the present
          time, not paid any dividends and any dividends that may be paid in the
          future will depend upon the financial  requirements of the Company and
          other relevant factors.

Note 2 - Basis of Presentation
------------------------------

          The accompanying  financial statements are prepared in accordance with
          accounting  principles  generally  accepted  in the  United  States of
          America (US GAAP).  This basis differs from that used in the statutory
          accounts of the Company,  which were prepared in  accordance  with the
          accounting principles and relevant financial regulations applicable to
          enterprises  in Canada.  All necessary  adjustments  have been made to
          present the financial statements in accordance with US GAAP.

Note 3 - Summary of Significant Accounting Policies
---------------------------------------------------

          Net  Earnings  Per Share - The  computation  of net income  (loss) per
          share of  common  stock is based on the  weighted  average  number  of
          shares outstanding during the periods presented.

          Income  Taxes  - Due  to  losses  at  September  30,  2004  and  since
          inception,  no provisions for income taxes has been made. There are no
          deferred  income taxes  resulting  from income and expense items being
          reported  for  financial  accounting  and tax  reporting  purposes  in
          different  periods.  Deferred  income  tax  assets  arising  from  net
          operating  losses have been fully offset by valuation  allowances,  in
          accordance  with SFAS #109  "Accounting  for Income Taxes," due to the
          uncertainty of their realization.

          The change in  valuation  allowance  of $100,400  results from offsets
          against   deferred  tax  assets   arising  from  net  operating   loss
          carryforwards,  which totaled $314,400 at December 31, 2003 and expire
          in 2023.

          A  reconciliation  of  income  tax  expense  (benefit)  to the  amount
          computed by applying the federal  statutory  tax rate to pretax income
          (loss):

<TABLE>
<CAPTION>
                                                                9/30/04       12/31/03
                                                               ---------     ----------

<S>                                                          <C>            <C>
               Net loss at federal statutory rate of 35%     $  (100,400)   $  (314,400)
               Valuation allowance                               100,400        314,400
                                                             ------------   ------------
                  Net income expense (benefit)               $         0    $         0
                                                             ============   ============
</TABLE>

          Cash and Cash  Equivalents  - For  purposes of the  statement  of cash
          flows,  the  Company  considers  all highly  liquid  debt  instruments
          purchased  with  a  maturity  of  three  months  or  less  to be  cash
          equivalents.  During the nine  months  ending  September  30, 2004 and
          since inception,  February 19, 2003, the Company did not have non-cash
          investing activities other than as disclosed on the statements of cash
          flows.

          Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity with accounting principles generally accepted in the United
          States  of  America   requires   management  to  make   estimates  and
          assumptions that affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at the date of the
          financial statements and the reported amounts of revenues and expenses
          during the reporting  period.  Actual  results could differ from those
          estimates.


                                       F-8
<PAGE>





                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------


Note 3 - Summary of Significant Accounting Policies (continued)
---------------------------------------------------------------

          Fixed  Assets - Fixed  assets  are  stated  at cost  less  accumulated
          depreciation,  which is computed  using the straight line method based
          on estimated  useful  lives  ranging from three (3) to five (5) years.
          Long-term  assets  of the  Company  are  reviewed  annually  to assess
          whether  the  carrying  value has become  impaired,  according  to the
          guidelines established in Statement of Accounting Standards (SFAS) No.
          144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
          The Company also  evaluates the periods of  amortization  to determine
          whether subsequent events and circumstances  warrant revised estimates
          of useful  lives.  No impairment of assets was recorded in the periods
          reported.

          Revenue  Recognition  - The Company  recognizes  revenue at the time a
          watercraft is rented or sold, or when other services are rendered. The
          Company has not recognized any revenue from business  operations since
          inception, February 19, 2003.

          Interim  Financial  Reporting  - The  Company's  fiscal  year  end  is
          December  31.  The  Company's  management  have  determined  that  the
          accounting  policies used for the interim  period ended  September 31,
          2004 are in accordance with accounting  principles  generally accepted
          in the United States of America applied on a consistent basis.

          Advertising Costs - The Company generally  expenses  advertising costs
          as incurred.  The Company  incurred $0 and $267 in  advertising  costs
          during the nine months ended  September 30, 2004 and for the period of
          February 19, 2003 (inception) through December 31, 2003, respectively.

          Foreign  Currency and  Comprehensive  Income - Although the  Company's
          functional  currency is the Canadian  dollar (CND),  the  accompanying
          financial  statements  have been  presented in United  States  dollars
          (USD).  The exchange rates used for the balance sheets dated September
          30, 2004 and  December  31,  2003 were  $.790639  USD per $1 CND,  and
          $.773814 USD per $1 CND,  respectively.  The weighted average exchange
          rates used for the nine months ended September 30, 2004 and year ended
          December  31, 2003 were  $.752370 USD per $1 CND, and $.720300 USD per
          $1 CND, respectively.  Foreign currency translation gains or losses as
          a result of  fluctuations  in the exchange  rates are reflected in the
          Statement of Other Comprehensive Income or Loss.

Note 4 - Common Stock Transactions
----------------------------------

          The Company is authorized  to issue an unlimited  amount of its common
          and preferred stock,  both with a $.001 CND par value. The Company has
          not issued any preferred stock, and has 8,607,228 and 7,715,228 shares
          of common  stock  issued and  outstanding  at  September  30, 2004 and
          December  31,  2003,  respectively.  The  common  stock was  issued as
          follows:

          Upon  incorporation on February 19, 2003, the Company issued 1,500,000
          founding shares of its par value common stock to one of its directors.

          In March 2003, the Company issued 30,000 shares of its common stock at
          $.064 USD for total cash of $1,934 USD.

         During March and April 2003, the Company issued 1,500,000 shares of its
         common stock at $.193 USD for total cash of $290,181 USD.

          In May and July 2003,  the Company issued 185,228 shares of its common
          stock at $.271 USD for total cash of $50,166 USD.

          In  September,   November,  and  December  2003,  the  Company  issued
          4,500,000  shares  of its  common  stock in  exchange  for  consulting
          services.  The shares were valued at an estimated  $.193 USD for total
          expense of $870,541.

          In April 2004, the Company issued 30,000 shares of its common stock at
          $.395 USD for total cash of $11,860 USD.



                                       F-9
<PAGE>





                           SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------


Note 4 - Common Stock Transactions (continued)
----------------------------------------------

          In May 2004,  the Company issued 300,000 shares of its common stock at
          $.237 USD in exchange  for fixed  assets with a total value of $71,158
          USD.

          In May and July 2004,  the Company issued 562,000 shares of its common
          stock in exchange for consulting  services.  The shares were valued at
          an estimated $.269 USD for total expense of $151,075.

Note 5 - Intangible Asset
-------------------------

          In December 2003, the Company  acquired  watercrafts  and  accessories
          with a fair market value of $196,490 CND from an entity with which the
          Company's director is affiliated. The Company paid the entity $350,000
          CND,  which  resulted  in an  intangible  asset of $153,510  CND.  The
          intangible  asset  consists of marketing and other efforts made by the
          entity to establish brand recognition of the Company's product.  Using
          the exchange  rates at September  30, 2004 and December 31, 2003,  the
          intangible  asset  had a  value  of  $121,371  USD and  $118,788  USD,
          respectively.  Minimal (if any)  impairment  in  accordance  with SFAS
          #142,   `Goodwill  and  Other  Intangible   Assets,'  was  noted,  and
          therefore, not recorded.

Note 6 - Related Party Transactions
-----------------------------------

          The  majority  of  the  Company's  expenses  are  paid  by  an  entity
          affiliated with one of the Company's directors. As the Company has not
          yet  established  profitable  operations  and  is  considered  to be a
          development  stage company,  the Company has accumulated  debt owed to
          the entity of $123,903 USD and $59,307 USD at  September  30, 2004 and
          December 31, 2003, respectively.  In 2004, the Company advanced $2,317
          to  another  entity  with  which  one of the  Company's  directors  is
          affiliated that is still owed to the Company at September 30, 2004.

Note 7 - Development Stage Company and Going Concern
----------------------------------------------------

          The  Company  is in the  development  stage as  defined  in  Financial
          Accounting   Standards   Board   Statement  No.  7  and  has  incurred
          significant  cumulative net losses.  The Company plans to merge with a
          United  States  company  that is publicly  traded in attempts to raise
          additional  capital  to  facilitate  profitable  operations  from  its
          planned business purpose.  However, there can be no assurance that the
          funds  raised will be  sufficient  or that the Company will be able to
          obtain additional funding or generate profitable  operations,  or that
          other  funding,  if  obtained in  adequate  amounts,  will be on terms
          favorable to the Company to execute its business plan.


















                                      F-10
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{"company-data": {"conformed-name": "SEA SUN CAPITAL CORP", "cik": "0001116205", "assigned-sic": "6770", "irs-number": "593518707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32307", "film-number": "05532692"}, "business-address": {"street1": "9977-178 STREET, BLDG 14", "street2": "SUITE 205", "city": "EDMONTON", "state": "A0", "zip": "T5T 6J6", "phone": "(780) 445-8769"}, "mail-address": {"street1": "9977-178 STREET, BLDG 14", "street2": "SUITE 205", "city": "EDMONTON", "state": "A0", "zip": "T5T 6J6"}, "former-company": {"former-conformed-name": "ALPHA HOLDING INC/ DE", "date-changed": "20000606"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) December 16, 2004

                           SEA SUN CAPITAL CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                      0-32307                    59-3518707
        --------                      -------                    ----------
(State of Incorporation)            (Commission                 (IRS Employer
                                    File Number)             Identification No.)

                               424 Brookmill Road
                        Oakville, Ontario L6J 5K5, Canada
                        ---------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (905) 884-3680
                                                           --------------

          ------------------------------------------------------------
          (Former Name or Former Address if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))
Item 2.01.  Completion of Acquisition or Disposition of Assets.
---------------------------------------------------------------

In July 2004, Sea Sun Capital Corporation, a Delaware Corporation (the
"Company") entered into an exchange Agreement (the "Acquisition Agreement") with
all of the stockholders (the "Stockholders") of Sea Sun Capital Corporation, a
Canadian corporation (Sea Sun). On December 16, 2004, (the "Closing Date"),
pursuant to the terms of the Acquisition Agreement, the Company acquired all of
the issued and outstanding capital stock of Sea Sun from the Sea Sun
stockholders in exchange for an aggregate of 8,607,228 newly issued shares of
the Company's Common Stock (the "Acquisition").

Sea Sun Capital Corporation is a leading company which distributes the
environmentally friendly Sea Vu glass-bottom personal watercraft to the world's
largest industry, the tourism market.

The new 2004 "Sea Spy" will be ready for introduction in the first quarter of
2005, and will appeal to additional markets not previously served.

The Company's revenue will be derived from three separate and distinctive
marketing approaches. Under the first approach, the Company has selected
corporate locations which will be managed and owned by the Company. Under the
second approach, the Company will sell master Licenses for geographic
territories to individuals and corporations, under the third approach, the
Company will retail the product through dealer networks and other means, such as
the Internet, trade shows and magazines. The latter approach will provide the
Company with broader brand recognition at a faster rate than the other sources
of revenue.

The company currently has 34 revenue-sharing contracts in effect with existing
Sea Vu watercraft owners throughout the Caribbean and Mexico. These Sea Vu
owners will be offered the first opportunities to purchase Master Licenses or
replace their existing watercraft with the new "Sea Spy" model. The Company has
established a training program that covers product knowledge, safety, marketing
and service.

The need for an exciting water sport alternative has been confirmed. As
environmental concerns and personal safety issues with jet skis become issues of
increasing concern significant opportunities have opened up for Sea Sun.

The Company will initially focus its efforts on the Caribbean, Mexican and Thai
markets. As the Company develops, it will expand into the Mediterranean, Hawaii
and Australia.

The Company currently offers only a one-person Sea Vu personal watercraft.
However, the new "Sea Spy" product line will also offer a two-person unit.
Significant enhancements to the older model will further open the underwater
world to divers and non-divers. The new "Sea Spy" will also target the water
search-and-rescue market. The Sea Vu and "Sea Spy" can be used on all waterways
and the design ensures stability on the water.
Environmentally unimposing, the Company's watercraft glides slowly over the reef
structures as the underwater world comes into view. The products allow large
numbers of interested visitors to view coral reefs up close without the risk of
damage to the delicate corals.

Perhaps the single most important aspect of the Sea Vu and Sea Spy is a patented
viewing window at the bow water line which offers an unparalleled view of the
beauty of the underwater world. The lens is optically correct and disperses
bubbles and turbulence for clear viewing while moving. Glass-bottom boats
currently in existence have to be stopped in order to allow a clear,
unobstructed underwater view. The lens' design results in a reduction in hull
noise that eliminates any noise that may alarm marine life. Water clarity is the
only limiting factor affecting viewing distance, allowing the user to see up to
100 feet or more. Marine life and forms, however, are not confined to deep
water. The Sea Vu's and 2004 Sea Spy's exclusive design also allows the crafts
to operate in only 12 inches of water. This feature allows the user to discover
an undersea world that is rich in beauty and teeming with magnificent marine
life.

The new Sea Spy will be powered by a high-performance, digitally controlled
Mercury motor with 50 lbs. of thrust that maximizes the unit's maneuverability.
Mercury Marine, the worlds' largest motor manufacturer, strongly supports the
product. All Company advertising will include "powered by Mercury." Two 12-volt
batteries that provide power to the motor are the latest in marine technology.

The dimensions of the single-person Sea Spy are 117" long by 45" wide with a
depth of 22". The craft weighs approximately 190 lbs. The two-person Sea Spy is
117" long by 90" wide with a depth of 24". The weight of the craft is
approximately 340 lbs.

The Sea Spy single-person and two-person watercraft come in a variety of
attractive colors and all are UV protected. From research and development to
quality of materials, to features, to craftsmanship, to reliable power, the new
Sea Spy watercraft is built durable.

The Sea Vu and Sea Spy lend themselves to the independent travelers and to
Ecotours for small groups. The Company will promote the use of local resources
and labor. The Company will continually remain mindful of conservation
objectives.

Item 4.01.  Changes in Registrant's Certifying Accountant.
----------------------------------------------------------

On September 17, 2004, Sea Sun Capital Corporation (the "Company") engaged
Child, Sullivan and Company as its independent public accountants, to review the
Company's interim financial statements beginning with fiscal quarter ended
September 30, 2004, and to audit the Company's financial statements beginning
with fiscal year ending December 31, 2004. The appointment of Child, Sullivan
and Company as its independent public accountants was approved by the Company's
Board of directors. Effective with the appointment of Child, Sullivan and
company, the company amicably concluded its relationship with its prior
accountants, Livingston, Wachtel and Co. ("Livingston").

Prior to the appointment of Child, Sullivan and Company, the Company did not
consult with Child, Sullivan and Company on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.

There were no disagreements with Livingston on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure that would have caused Livingston to make references in any report to
such disagreements, and, in fact, issued no reports on the Company's financial
statements and performed no review or audit of statements for the Company.

Livingston's reports on the company's financial statements contained no adverse
opinion or disclaimer and were not modified as to audit scope or accounting
principles.

We have provided Livingston with a copy of this disclosure and requested that it
furnish a letter addressed to the Securities and Exchange Commission (the
"Commission") stating whether it agrees with the above statements. (A copy of
the letter addressed to the Commission is filed as Exhibit 16 to this report on
Form 8-K.)

Item 9.01.  Financial Statements and Exhibits
---------------------------------------------

(a)  Financial Statements of Sea Sun Capital Corporation

(c)  Exhibits

Exhibit 2      Stock Purchase Agreement between the Issuer, Sea Sun Capital
               Corporation (Canada) and Sea Sun Corporation (Canada)
               Shareholders.

Exhibit 16     Letter from Livingston Wachtel and Co., CPAs dated December 15,
               2004, regarding 8-K disclosure.

SIGNATURES
----------

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

                                               Sea Sun Capital Corporation

Date:  December 28, 2004

                                               By:  /s/ Graham Millington
                                                  ------------------------------
                                                    Graham Millington, President
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                              --------------------

                  For the Nine Months Ended September 30, 2004

                                       and

          From Inception, February 19, 2003, through December 31, 2003

                                       F-1
SEA SUN CAPITAL CORPORATION
                           ---------------------------

                              Financial Statements
                              --------------------

                               September 30, 2004

                                    Contents
                                    --------

          Report of Independent Registered Public Accounting Firm

          Financial Statements

          Balance Sheets Statements of Operations and Comprehensive Loss

          Statements of Shareholders' Equity

          Statements of Cash Flows

          Notes to Financial Statements

                                       F-2
C h i l d ,   S u l l i v a n   &   C o m p a n y
                -------------------------------------------------
            Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS

PRINCIPALS:                                                PROFESSIONALS
Douglas W. Child, CPA                                      Cami Carlson
Scott L. Farnes                                            Kristina Chamberlain
Brian Sullivan, CPA                                        Rich Egan, CPA
Marty van Wagoner, CPA                                     Keri Griffone
                                                           Nathan Johansen
                                                           John Larsen
                                                           Shelley McNamara
                                                           Natalie Murphy

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

Board of Directors and Shareholders
Sea Sun Capital Corporation

We have  audited  the  balance  sheets  of Sea  Sun  Capital  Corporation  as of
September  30,  2004 and  December  31,  2003,  and the  related  statements  of
operations and comprehensive loss,  shareholders'  equity and cash flows for the
nine months ended  September  30, 2004 and the period of February 19, 2003 (date
of inception)  through  December 31, 2003.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
as established by the AICPA's  Auditing  Standards  Board and in accordance with
the Standards of the Public Company Accounting  Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Sea Sun Capital Corporation as
of September 30, 2004 and December 31, 2003,  and the results of its  operations
and its cash flows for the nine months ended  September  30, 2004 and the period
of  February  19,  2003  (date of  inception)  through  December  31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the Company has  incurred  significant  net losses since
inception. This raises substantial doubt about the Company's ability to meet its
obligations and to continue as a going concern.  Management's plans in regard to
this matter are described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Child, Sullivan & Company
Kaysville, Utah
November 24, 2004

1284 W. Flint meadow Drive, Suite D                   4764 S. 900 E., Suite 3
Kaysville, Utah 84037                                 Salt Lake City, Utah 84117
Phone    (801) 927-1337                               Phone (801) 927-1337
Fax  (801) 927-1344                www.cpaone.net     Fax   (801) 927-1344

             Member of the AICPA Private Companies Practice Section
         Registered with the Public Companies Accounting Oversight Board
                            Members of AHMA and NAHRO

                                       F-3
SEA SUN CAPITAL CORPORRATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                                 BALANCE SHEETS
                                 --------------

                                                                            September 30,        December 31,
                                                                                 2004                2003
                                                                           ----------------    ----------------
ASSETS
Current assets:
   Cash in bank                                                            $           173     $        34,905
   Accounts receivable - related party (note 6)                                      2,317                   -
   Prepaid design work                                                               3,163                   -
                                                                           ----------------    ----------------
         Total current assets                                                        5,653              34,905
                                                                           ----------------    ----------------
Fixed assets:
   Boats and accessories                                                           208,563             152,047
   Office equipment                                                                  1,600               1,302
                                                                           ----------------    ----------------
         Total fixed assets                                                        210,163             153,349
   Less accumulated depreciation                                                   (25,029)                  -
                                                                           ----------------    ----------------
         Net fixed assets                                                          185,134             153,349
Other assets:
   Intangible asset (note 5)                                                       121,371             118,788
                                                                           ----------------    ----------------
Total assets                                                               $       312,158     $       307,042
                                                                           ================    ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                        $         2,560     $             -
   Accounts payable - related party (note 6)                                       123,903              59,307
                                                                           ----------------    ----------------
         Total current liabilities                                                 126,463              59,307

Shareholders' equity:
   Preferred stock; $.001 CDN par value, unlimited shares authorized,
     no shares issued and outstanding (note 4)                                           -                   -
   Common stock; $.001 CDN par value, unlimited shares authorized,
     8,607,228 and 7,715,228 shares issued and outstanding at
     September 30, 2004 and December 31, 2003, respectively (note 4)                 6,805               5,970
   Capital in excess of par value                                                1,466,480           1,206,852
   Accumulated other comprehensive loss                                           (102,320)            (66,741)
   Deficit accumulated during the development stage                             (1,185,270)           (898,346)
                                                                           ----------------    ----------------
         Total shareholders' equity                                                185,695             247,735
                                                                           ----------------    ----------------
Total liabilities and shareholders' equity                                 $       312,158     $       307,042
                                                                           ================    ================
See accompanying notes to the financial statements.

                                       F-4
SEA SUN CAPITAL CORPORRATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 -----------------------------------------------

                                                                                          Cumulative
                                                                  From Inception,      from Inception,
                                            For the Nine Months  February 19, 2003,   February 19, 2003,
                                            Ended September 30,   to December 31,      to September 30,
                                                   2004                 2003                 2004
                                             ----------------     ----------------     ----------------
Revenue                                      $             -      $             -      $             -

Expenses:
   Consulting                                        143,763              810,338              954,101
   Research and development                           23,029               18,584               41,613
   Legal fees                                         13,180               10,841               24,021
   Vehicles                                            3,576                6,432               10,008
   Contract labor                                     16,928               19,808               36,736
   Depreciation                                       23,817                    -               23,817
   Travel, meals, and entertainment                   31,464               23,549               55,013
   Telephone                                           4,212                2,303                6,515
   Advertising                                             -                  267                  267
   Other general and administrative                    5,363                6,238               11,601
                                             ----------------     ----------------     ----------------
         Total expenses                              265,332              898,360            1,163,692
                                             ----------------     ----------------     ----------------

Net loss from operations                            (265,332)            (898,360)          (1,163,692)

Other income (expense)
   Fixed asset write-off                             (21,593)                   -              (21,593)
   Interest income                                         1                   14                   15
                                             ----------------     ----------------     ----------------
Total other income (expense)                         (21,592)                  14              (21,578)
                                             ----------------     ----------------     ----------------

Net loss before income taxes                        (286,924)            (898,346)          (1,185,270)
   Provision for income taxes                              -                    -                    -
                                             ----------------     ----------------     ----------------
Net loss                                            (286,924)            (898,346)          (1,185,270)

Foreign currency translation adjustments             (35,579)             (66,741)            (102,320)
                                             ----------------     ----------------     ----------------

Total Comprehensive Loss                     $      (322,503)     $      (965,087)     $    (1,287,590)
                                             ================     ================     ================

Net loss per common share                    $         (0.04)     $         (0.24)
                                             ================     ================

Weighted average outstanding shares                7,923,561            4,060,561
                                             ================     ================
See accompanying notes to the financial statements.

                                       F-5
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
                       ----------------------------------
             FROM INCEPTION, FEBRAURY 19, 2003, TO SEPTEMBER 30,2004
             -------------------------------------------------------

                                                                                                          Deficit
                                                                                        Accumulated     Accumulated
                                                  Common stock           Additional        Other         During the        Total
                                                  ------------            Paid-in      Comprehensive    Development    Shareholders'
                                              Shares        Amount        Capital           Loss           Stage          Equity
                                           ------------  ------------   ------------   --------------   ------------   -------------
Balance, February 19, 2003 (inception)               -   $         -    $         -    $           -    $              $          -

Shares issued at $0.064 USD ($.0833 CND)
   per share cash                               30,000            23          1,911                                           1,934

Shares issued at $0.193 USD ($.25 CND)
   per share for cash                        1,500,000         1,161        289,020                                         290,181

Shares issued at $0.271 USD ($.35 CND)
   per share cash                              185,228           143         50,023                                          50,166

Shares issued as founding shares             1,500,000         1,161         (1,161)                                              -

Shares issued for services                   4,500,000         3,482        867,059                                         870,541

Foreign currency  translation                                                                               (66,741)        (66,741)

Net loss                                                                                                   (898,346)       (898,346)
                                           -----------------------------------------------------------------------------------------

Balance, December 31, 2003                   7,715,228         5,970      1,206,852          (66,741)      (898,346)        247,735
Shares issued at $0..395 USD ($.50 CND)
   per share cash                               30,000            24         11,836                                          11,860
Shares issued at $0..237 USD ($.30 CND)
   per share for fixed assets                  300,000           237         70,921                                          71,158

Shares issued for services                     562,000           444        150,631                                         151,075

Foreign currency translation                                     130         26,240          (35,579)                        (9,209)

Net loss                                                                                    (286,924)                      (286,924)
                                           -----------------------------------------------------------------------------------------

Balance, September 30, 2004                  8,607,228   $     6,805    $ 1,466,480    $    (102,320)   $(1,185,270)   $    185,695
                                           =========================================================================================
See accompanying notes to the financial statements

                                       F-6
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                                                                                   Cumulative
                                                                            From Inception,     from Inception,
                                                     For the Nine Months  February 19, 2003,   February 19, 2003,
                                                     Ended September 30,   to December 31,      to September 30,
                                                            2004                 2003                 2004
                                                      ----------------     ----------------     ----------------
Cash flows from operating activities
   Net loss                                           $      (286,924)     $      (898,346)     $    (1,185,270)

Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
   Depreciation                                                23,817                    -               23,817
   Shares issued for services                                 151,075              870,541            1,021,616
   Write off of fixed assets                                   21,593                    -               21,593
   Changes in operating assets and liabilities:
      Increase in accounts receivable -
         related party                                         (2,317)                   -               (2,317)
      Increase in prepaid design work                          (3,163)                   -               (3,163)
      Increase in accounts payable                              2,560                    -                2,560
      Increase in accounts payable -
         related party                                         64,596               59,307              123,903
                                                      ----------------     ----------------     ----------------
         Cash provided by (used in) operating
            activities                                        (28,763)              31,502                2,739

Cash flows from investing activities
   Purchase of intangible assets                                    -             (118,788)            (118,788)
   Purchase of fixed assets                                   (11,680)            (153,349)            (165,029)
                                                      ----------------     ----------------     ----------------
         Cash used in operating activities                    (11,680)            (272,137)            (283,817)

Cash flows from financing activities
   Sale of common stock                                        11,860              342,281              354,141
                                                      ----------------     ----------------     ----------------
         Cash provided by financing activities                 11,860              342,281              354,141
Net change in cash                                            (28,583)             101,646               73,063
Foreign currency translation                                   (6,149)             (66,741)             (72,890)
Cash at the beginning of the period                            34,905                    -                    -
                                                      ----------------     ----------------     ----------------

Cash at the end of the period                         $           173      $        34,905      $           173
                                                      ================     ================     ================
Supplemental Information:
     Common stock issued for fixed assets             $        71,158      $             -      $        71,158
                                                      ================     ================     ================
See accompanying notes to the financial statements.

                                       F-7
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------

Note 1 - Organization
---------------------

          Sea Sun Capital Corporation (The Company) was organized under the laws
          of Alberta, Canada on February 19, 2003. The Company is in business to
          supply  water  leisure  crafts and  accessories  to the  international
          market. The Company will generate revenues through rentals, royalties,
          and sales of the watercrafts.  The Company is considered a development
          stage company as defined in SFAS No. 7. The Company has at the present
          time, not paid any dividends and any dividends that may be paid in the
          future will depend upon the financial  requirements of the Company and
          other relevant factors.

Note 2 - Basis of Presentation
------------------------------

          The accompanying  financial statements are prepared in accordance with
          accounting  principles  generally  accepted  in the  United  States of
          America (US GAAP).  This basis differs from that used in the statutory
          accounts of the Company,  which were prepared in  accordance  with the
          accounting principles and relevant financial regulations applicable to
          enterprises  in Canada.  All necessary  adjustments  have been made to
          present the financial statements in accordance with US GAAP.

Note 3 - Summary of Significant Accounting Policies
---------------------------------------------------

          Net  Earnings  Per Share - The  computation  of net income  (loss) per
          share of  common  stock is based on the  weighted  average  number  of
          shares outstanding during the periods presented.

          Income  Taxes  - Due  to  losses  at  September  30,  2004  and  since
          inception,  no provisions for income taxes has been made. There are no
          deferred  income taxes  resulting  from income and expense items being
          reported  for  financial  accounting  and tax  reporting  purposes  in
          different  periods.  Deferred  income  tax  assets  arising  from  net
          operating  losses have been fully offset by valuation  allowances,  in
          accordance  with SFAS #109  "Accounting  for Income Taxes," due to the
          uncertainty of their realization.

          The change in  valuation  allowance  of $100,400  results from offsets
          against   deferred  tax  assets   arising  from  net  operating   loss
          carryforwards,  which totaled $314,400 at December 31, 2003 and expire
          in 2023.

          A  reconciliation  of  income  tax  expense  (benefit)  to the  amount
          computed by applying the federal  statutory  tax rate to pretax income
          (loss):
9/30/04       12/31/03
                                                               ---------     ----------
Net loss at federal statutory rate of 35%     $  (100,400)   $  (314,400)
               Valuation allowance                               100,400        314,400
                                                             ------------   ------------
                  Net income expense (benefit)               $         0    $         0
                                                             ============   ============
Cash and Cash  Equivalents  - For  purposes of the  statement  of cash
          flows,  the  Company  considers  all highly  liquid  debt  instruments
          purchased  with  a  maturity  of  three  months  or  less  to be  cash
          equivalents.  During the nine  months  ending  September  30, 2004 and
          since inception,  February 19, 2003, the Company did not have non-cash
          investing activities other than as disclosed on the statements of cash
          flows.

          Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity with accounting principles generally accepted in the United
          States  of  America   requires   management  to  make   estimates  and
          assumptions that affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at the date of the
          financial statements and the reported amounts of revenues and expenses
          during the reporting  period.  Actual  results could differ from those
          estimates.

                                       F-8
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------

Note 3 - Summary of Significant Accounting Policies (continued)
---------------------------------------------------------------

          Fixed  Assets - Fixed  assets  are  stated  at cost  less  accumulated
          depreciation,  which is computed  using the straight line method based
          on estimated  useful  lives  ranging from three (3) to five (5) years.
          Long-term  assets  of the  Company  are  reviewed  annually  to assess
          whether  the  carrying  value has become  impaired,  according  to the
          guidelines established in Statement of Accounting Standards (SFAS) No.
          144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
          The Company also  evaluates the periods of  amortization  to determine
          whether subsequent events and circumstances  warrant revised estimates
          of useful  lives.  No impairment of assets was recorded in the periods
          reported.

          Revenue  Recognition  - The Company  recognizes  revenue at the time a
          watercraft is rented or sold, or when other services are rendered. The
          Company has not recognized any revenue from business  operations since
          inception, February 19, 2003.

          Interim  Financial  Reporting  - The  Company's  fiscal  year  end  is
          December  31.  The  Company's  management  have  determined  that  the
          accounting  policies used for the interim  period ended  September 31,
          2004 are in accordance with accounting  principles  generally accepted
          in the United States of America applied on a consistent basis.

          Advertising Costs - The Company generally  expenses  advertising costs
          as incurred.  The Company  incurred $0 and $267 in  advertising  costs
          during the nine months ended  September 30, 2004 and for the period of
          February 19, 2003 (inception) through December 31, 2003, respectively.

          Foreign  Currency and  Comprehensive  Income - Although the  Company's
          functional  currency is the Canadian  dollar (CND),  the  accompanying
          financial  statements  have been  presented in United  States  dollars
          (USD).  The exchange rates used for the balance sheets dated September
          30, 2004 and  December  31,  2003 were  $.790639  USD per $1 CND,  and
          $.773814 USD per $1 CND,  respectively.  The weighted average exchange
          rates used for the nine months ended September 30, 2004 and year ended
          December  31, 2003 were  $.752370 USD per $1 CND, and $.720300 USD per
          $1 CND, respectively.  Foreign currency translation gains or losses as
          a result of  fluctuations  in the exchange  rates are reflected in the
          Statement of Other Comprehensive Income or Loss.

Note 4 - Common Stock Transactions
----------------------------------

          The Company is authorized  to issue an unlimited  amount of its common
          and preferred stock,  both with a $.001 CND par value. The Company has
          not issued any preferred stock, and has 8,607,228 and 7,715,228 shares
          of common  stock  issued and  outstanding  at  September  30, 2004 and
          December  31,  2003,  respectively.  The  common  stock was  issued as
          follows:

          Upon  incorporation on February 19, 2003, the Company issued 1,500,000
          founding shares of its par value common stock to one of its directors.

          In March 2003, the Company issued 30,000 shares of its common stock at
          $.064 USD for total cash of $1,934 USD.

         During March and April 2003, the Company issued 1,500,000 shares of its
         common stock at $.193 USD for total cash of $290,181 USD.

          In May and July 2003,  the Company issued 185,228 shares of its common
          stock at $.271 USD for total cash of $50,166 USD.

          In  September,   November,  and  December  2003,  the  Company  issued
          4,500,000  shares  of its  common  stock in  exchange  for  consulting
          services.  The shares were valued at an estimated  $.193 USD for total
          expense of $870,541.

          In April 2004, the Company issued 30,000 shares of its common stock at
          $.395 USD for total cash of $11,860 USD.

                                       F-9
SEA SUN CAPITAL CORPORATION
                          (A Development Stage Company)
                                (Alberta, Canada)

                          Notes to Financial Statements
                          -----------------------------

Note 4 - Common Stock Transactions (continued)
----------------------------------------------

          In May 2004,  the Company issued 300,000 shares of its common stock at
          $.237 USD in exchange  for fixed  assets with a total value of $71,158
          USD.

          In May and July 2004,  the Company issued 562,000 shares of its common
          stock in exchange for consulting  services.  The shares were valued at
          an estimated $.269 USD for total expense of $151,075.

Note 5 - Intangible Asset
-------------------------

          In December 2003, the Company  acquired  watercrafts  and  accessories
          with a fair market value of $196,490 CND from an entity with which the
          Company's director is affiliated. The Company paid the entity $350,000
          CND,  which  resulted  in an  intangible  asset of $153,510  CND.  The
          intangible  asset  consists of marketing and other efforts made by the
          entity to establish brand recognition of the Company's product.  Using
          the exchange  rates at September  30, 2004 and December 31, 2003,  the
          intangible  asset  had a  value  of  $121,371  USD and  $118,788  USD,
          respectively.  Minimal (if any)  impairment  in  accordance  with SFAS
          #142,   `Goodwill  and  Other  Intangible   Assets,'  was  noted,  and
          therefore, not recorded.

Note 6 - Related Party Transactions
-----------------------------------

          The  majority  of  the  Company's  expenses  are  paid  by  an  entity
          affiliated with one of the Company's directors. As the Company has not
          yet  established  profitable  operations  and  is  considered  to be a
          development  stage company,  the Company has accumulated  debt owed to
          the entity of $123,903 USD and $59,307 USD at  September  30, 2004 and
          December 31, 2003, respectively.  In 2004, the Company advanced $2,317
          to  another  entity  with  which  one of the  Company's  directors  is
          affiliated that is still owed to the Company at September 30, 2004.

Note 7 - Development Stage Company and Going Concern
----------------------------------------------------

          The  Company  is in the  development  stage as  defined  in  Financial
          Accounting   Standards   Board   Statement  No.  7  and  has  incurred
          significant  cumulative net losses.  The Company plans to merge with a
          United  States  company  that is publicly  traded in attempts to raise
          additional  capital  to  facilitate  profitable  operations  from  its
          planned business purpose.  However, there can be no assurance that the
          funds  raised will be  sufficient  or that the Company will be able to
          obtain additional funding or generate profitable  operations,  or that
          other  funding,  if  obtained in  adequate  amounts,  will be on terms
          favorable to the Company to execute its business plan.

                                      F-10