UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 2 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported): February 17, 2006

SUN NEW MEDIA INC.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation) 000-26347
(Commission File No.) 410985135
(I.R.S. Employer Identification
No.)

P.O. Box 297
1142 South Diamond Bar Boulevard
Diamond Bar, California 91765
(Address of principal executive offices)

Registrant’s telephone number, including area code:
1-888-865-0901 ext. 322

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion Of Acquisition Or Disposition Of Assets.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	ITEM 9.01 Financial Statements And Exhibits.
SIGNATURES
Exhibit Index

     This Amendment No. 2 to the Current Report on Form 8-K filed on February 22, 2006 is being filed for the sole purpose of amending Item 9.01 of such Current Report on Form 8-K.

Item 2.01 Completion Of Acquisition Or Disposition Of Assets.

Sale and Purchase Agreement to Acquire Sun New Media Holdings Limited

     On February 15, 2006, pursuant to a Sale and Purchase Agreement (the “Purchase Agreement”) dated November 29, 2005 by and among Sun New Media, Inc. (the “Company” or “SNMI”) and Sun Media Investment Holdings Limited (the “Seller”), the Company acquired 100% of the issued and outstanding shares of Sun New Media Holdings Ltd (“SMH”). SNMI paid US$1.00 to Seller in exchange for 100% of the shares outstanding in SMH. As a result of the acquisition, SNMI will indirectly own a 51% stake in Compass Multimedia Ltd, an 85% stake in Sun 365 Multi-Media Holdings Limited and a 30% stake in Global Woman Multimedia Co. Ltd.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Fiscal Year End to Change From September 30^th to March 31^st

     On February 17, 2006 the Registrant’s Board of Directors approved a change in the Registrant’s financial year end from September 30^th to March 31^st . The report covering the transition period will be filed on Form 10-KSB.

     A copy of the press release announcing the change in fiscal year is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements And Exhibits.

     (a) Financial Statements of Business Acquired

     Not applicable.

     (b) Pro Forma Financial Statements

     Not applicable.

     (d) Exhibits

Exhibit No.	Description
2.1	Sale and Purchase Agreement dated November 29, 2005 (incorporated herein by reference from the Registrant’s Current Report on Form 8-K filed on December 1, 2005).
99.1*	Press Release dated February 17, 2006 announcing the change in financial year end.

* Previously filed.

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.

Date: May 3, 2006

SUN NEW MEDIA INC.
By:	/s/ Frank Zhao
	Frank Zhao, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	Sale and Purchase Agreement dated November 29, 2005 (incorporated herein by reference from the registrant’s current report on Form 8-K filed on December 1, 2005).
99.1 *	Press Release dated February 17, 2006 announcing the change in financial year end.

* Previously filed.