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1、S-1 1 sun_s1.htm FORM S-1Table of Contents As Filed with the Securities and Exchange Commission on June 9,2025Registration Number _-_ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUN(Exact name of registrant as sp
2、ecified in its charter)Wyoming738935-2871996(State or other jurisdiction ofincorporation)(Primary Standard IndustrialClassification Code Number)(IRS Employer Identification No.)10 Lily Pond LaneEast Hampton,New York 11937(424)465-0407S (Address and telephone number of registrants principal executive
3、 offices)Approximate date of commencement of the proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securitie
4、s Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the sameo
5、ffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.2025/6/10 09:19sec.gov/Archives/edgar/data/2
6、070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm1/63If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act Registration Statement number of the
7、 earlier effective Registration Statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer or a smallerreporting company.Large accelerated filer Accelerated Filer Non-accelerated filer Smaller reporting comp
8、any(Do not check if a smaller reporting company)Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a)o
9、f the Exchange Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which states explicitly that this registration statement shall thereafter become effectiveper section 8
10、(a)of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securitiesand Exchange Commission,acting pursuant to such section 8(a),may determine.2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Arch
11、ives/edgar/data/2070845/000168316825004339/sun_s1.htm2/63 SUN12,000,000 SHARES OF COMMON STOCK$0.01 PER SHARE This is the initial offering of Common stock of SUN,and no public market exists for the securities being offered.SUN is offeringfor sale a total of 12,000,000 shares of its Common Stock on a
12、“self-underwritten”best effort basis.We will offer the shares at afixed price of$.01 per share,for the total amount of the offering of$120,000 net.We will offer them for a period not to exceed 270days from the date of this prospectus;unless extended by our Board of Directors for an additional 90 day
13、s.$0.01 x 12,000,000=$120,000 There is no minimum number of shares required to be sold by the Company to access the funds.However,there is a projectedminimal threshold for the Company to implement its plan of operations.See the“Use of Proceeds”and“Plan of Distribution”sections for additional relevan
14、t information.SUN intends to have its common stock listed for quotation on the Over-the-Counter Bulletin Board after the closing of the offering.However,there is presently no public market for our common stock,nor an active trading market for our securities may everdevelop.Even if our trading market
15、 for our security is established,it may not be sustained.Furthermore,we will require theassistance of a market-maker to apply for quotation;but there is no guarantee that a market-maker will agree to assist us.There isno assurance that we will successfully develop a public market.Our intended tradin
16、g symbol is SUNY.SUN(a Wyoming corporation)is a development stage start-up company.Any investment in the shares offered herein involves ahigh degree of risk.You should only purchase shares if you can afford a loss of your investment,as any investment in the sharesoffered herein involves a high degre
17、e of risk.YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED“RISKFACTORS”BEGINNING ON PAGE 8 BEFORE BUYING ANY SHARES OF SUN.SUN qualifies as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”).Neither the U.S.Securities and Exc
18、hange Commission nor any State securities division has approved or disapproved thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.WE MAY NOT SELL THESE
19、SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.SECURITIES AND EXCHANGECOMMISSION IS EFFECTIVE.THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES,AND IT IS NOTSOLICITING PURCHASE OF THE GIVEN SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOTPERMITTED.i 2025/6/10 09:19sec.go
20、v/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm3/63 TABLE OF CONTENTS Page No.PROSPECTUS SUMMARY1SELECTED HISTORICAL FINANCIAL DATA6CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS7RISK FACTORS8USE OF P
21、ROCEEDS9DETERMINATION OF OFFERING PRICE10DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES10SELLING SECURITY HOLDERS11PLAN OF DISTRIBUTION12DESCRIPTION OF SECURITIES TO BE REGISTERED13INTEREST OF NAMED EXPERTS AND COUNSEL13DESCRIPTION OF BUSINESS14DESCRIPTION OF PROPERTY17LEGAL PROCEEDINGS17MARKET FOR C
22、OMMON EQUITY AND RELATED STOCKHOLDER MATTERS17MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS19CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE23DIRECTORS,EXECUTIVE OFFICERS,PROMOTERS AND CONTROL PERSONS24SECTION 16(A)BENEFICIAL OWNERSHIP REPORTING COMPLI
23、ANCE24EXECUTIVE COMPENSATION25SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT27TRANSACTIONS WITH RELATED PERSONS,PROMOTERS,AND CERTAIN CONTROL PERSONS29INDEMNIFICATION31AVAILABLE INFORMATION31FINANCIAL STATEMENTSF-1 ii 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004
24、339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm4/63 SUNPROSPECTUS SUMMARY You should read the following summary together with the more detailed business information,financial statements,and relatednotes that appear elsewhere in this prospectus.In this regis
25、tration Statement,unless the context otherwise requires,“SUN,”“we,”“us,”“our,”or“the Company”refer to SUN,a Wyoming corporation.General Information About Our Company Business Overview We are in the process of building immersive dance and theatrical experiences that fuse the performing arts with cutt
26、ing-edge virtualreality(VR)technology,aiming to redefine artistic performance-underway at https:/www.sunbusiness.live.VR to offer engaging,artistic performances.Through modern,interactive technology,we allow users to fully immerse themselves in choreographeddance in far-off locations.Despite operati
27、ng at a net loss and under a going concern warning(standard for early-stage startups),SUN has engaged capital,generated modest revenue,contracted partners,and made forward strides in line with a young companyin execution modenot just concept phase.Business Model We aim to generate revenue through di
28、rect sales and licensing of our immersive VR-based dance and theatrical experiences totechnology companies,content platforms,and entertainment distributors.Our unique offering merges artistic performance withadvanced technology,targeting audiences seeking innovative and engaging content.In addition,
29、we are developing a subscription-based model for access to our content library,providing recurring revenue.Our business also involves investing in other filmproduction companies,expanding our footprint in the entertainment industry and aligning with our vision of accessible andinteractive art experi
30、ences.1 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm5/63 Company History and Milestones Founded on September 5,2024,by Michael Ssebugwawo Muyingo,the company has focused on creating a stro
31、ng foundation forgrowth.Key milestones include securing funds of$37,500 to invest in a film production company Back to The Present LLC asubsidiary of JSL STUDIOS.SUN has also officially partnered with Muy House,LLC.as the company can increase SUNs brand visibility,enhance communityengagement,and cre
32、ate strategic partnerships.It would leverage Muy Houses established network and expertise in building loyalaudiences,helping SUN grow its market presence and customer loyalty in relevant industries.Business Strategy Our short-term goal is to establish a portfolio of immersive dance performances for
33、sale or licensing to major technologicalplatforms.In the long term,we aim to scale globally,expanding our content library and collaborating with global tech firms.What sets us apart is our fusion of performing arts with VR technology,particularly filming in Ugandas safari parks.To furthergrow,we are
34、 exploring investments in related companies within film production,virtual reality,and artistic experiences,enhancingour offerings and increasing our market presence in the entertainment and VR and health and wellness industries.2 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339
35、/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm6/63 Products or Services We specialize in choreographing,filming,and producing immersive theatrical dance experiences.Our team manages the entireprocessfrom developing performances to leveraging the latest VR tec
36、hnology to capture and present these experiences tocurating the film production processses.Although we aim to license or sell these productions to major tech platforms such asMeta,Microsoft,and other prominent tech companies,this has not yet been achieved.Our planned future offerings include selling
37、 immersive dance experiences on a video platform similar to Mubi for video contentand Artsy for still multi-sensory images,though these plans are in early stages.Market Opportunity The global virtual reality market,especially within the entertainment sector,is growing rapidly,driven by advancements
38、in VRhardware and increasing consumer demand for new digital experiences.According to Grand View Research,Fortune BusinessInsights,and Marketsand Markets,the immersive entertainment industry,particularly in areas such as VR-based film,gaming,andlive performance,is expected to expand substantially in
39、 the next few years.The demand for our product is driven by the growing interest in interactive and immersive content,particularly among younger andtech-savvy consumers.Employees We currently have 3 employees,including specialists in choreography,VR production,and project management.These roles arec
40、ritical in ensuring the seamless production of our immersive experiences and future expansion into new projects.Regulatory Environment As we operate in both the entertainment and tech sectors,we comply with content production and data privacy regulations.Whilewe do not currently face any major regul
41、atory issues,we closely monitor evolving laws surrounding content distribution andintellectual property in the VR and digital media space.Competitive Advantages Our competitive advantages lie in our focus on a niche,combining artistic theatrical performances with VR technology as well asstrategic pa
42、rtnerships.Unlike other VR content creators who emphasize gaming or passive viewing experiences,we bringinteractive,live performance art to life in a virtual environment.This combination of creativity and technology gives us a uniqueposition in the growing immersive entertainment market.We have a tr
43、ademarked logo registered with the USPTO,Intellectual Property Office(IPO)in the U.K.and National Intellectual Property Administration(CNIPA)in China.The design ofour ecosystem,aligned with the behavior of our immersive experiences,aims to create an environment where consumers feel thecontent and ad
44、s naturally belong.However,our website and platform are still in development and not yet fully operational.Prospective buyers of SUNs shares should read the Report of Independent Registered Public Accounting Firm in the FinancialDisclosure section which includes the auditors statement that in its fi
45、rst quarter SUN has not yet established an ongoing source ofrevenues sufficient to cover its operating costs and allow it to continue as a going concern.Also,the Company has accumulatedfinancial loss from inception.In the auditors opinion these factors,among others,raise substantial doubt about the
46、ability of theCompany to continue as a going concern for a reasonable period of time.In order to continue as a going concern,the Company willneed,among other things,additional capital resources.Please refer to page F-7 for a more comprehensive disclosure on this matter.3 2025/6/10 09:19sec.gov/Archi
47、ves/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm7/63 SUN estimates it requires approximately$30,000 minimum to fund its operations for the next 12 months without having to rely onthe related party loans which are undepen
48、dable.The Company realized$17,475 in revenue as of October 31,2024.Its accumulateddeficit since inception through November 1,2024 was$3,510.To date the Company raised an aggregate of$520 through a privateplacement of our common stock to our Director,Mr.Michael Ssebugwawo Muyingo and Company employee
49、s.Proceeds from theprivate placement were used toward the working capital.As of October 31,2024,the Company had$2,500 in cash on hand andrelied on loans from Mr.Muyingo.As of October 31,2024,the Company owes Mr.Muyingo$54,459 out of which$628 stands asa short-term loan and$53,831 as a long-term loan
50、.Both loans are unsecured and interest free.The Companys total currentliabilities as of October 31,2024 are$70,628 which consist of$50,000 unearned revenue,$20,000 accounts payable and$628short-term loan to the director.The Company total liabilities are$124,459.Schema depicting the target audience a
51、nd the business model components of the given project.4 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm8/63 The Offering Information The following information is a summary of this offering.Se
52、curities Being Offered:12,000,000 shares of common stock,par value$0.0001 Offering Price per Share:$0.01 Offering Period:The shares are being offered for a period not to exceed 270 days,unless extended by our Board ofDirectors for an additional 90 days.There is no minimum offering of the shares befo
53、re the expirationdate of the offering.Projected Net Proceeds toOur Company:$120,000 Intended Use of theProceeds:To start up and expand business operations.Number of SharesOutstandingBefore the Offering:5,200,000 Number of SharesOutstandingAfter the Offering:17,200,000 if all shares are sold Our offi
54、cer,director,control person or affiliates do not intend to purchase any shares in this offering.See the Plan of Distributionsection for additional information directly related to this subsection.However,the company has only generated$17,475 in revenue and it incurred losses since inception.The Compa
55、ny maintains itsstatutory registered agents office at NorthWest Registered Agent Services,32 N Gould St,Sheridan,WY 82801,United States.5 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm9/63 S
56、ELECTED HISTORICAL FINANCIAL DATA SUN owns a distinctive brand with a registered trademark,and a website https:/www.sunbusiness.live.As our client base grows,these digital assets are expected to become more exclusive and valuable.In addition SUN has two collaborative assets in the total value of$87,
57、500 assets,SUN has developed a valuable business plan thatoutlines our innovative business model and brand identity.This plan,along with advanced computer and electronic hardware,supports the companys research and development efforts.The Following financial information summarizes a more complete his
58、torical financial information located in the later sections ofthis prospectus.Balance Sheet As ofOctober 31,2024Total Assets$121,469 Total Liabilities$124,459 Stockholders Deficit$(2,990)Income Statement Three monthsendedOctober 31,2024Revenue$17,475 Total Expenses$20,985 Net Loss$(3,510)6 2025/6/10
59、 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm10/63 CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Prospectus contains projections and statements relating to the Company that constit
60、ute“forward-looking statements.”Theseforward-looking statements may be identified by the use of predictive,future-tense,or forward-looking terminology,such as“intends,”“believes,”“anticipates,”“expects,”“estimates,”“may,”“will,”“might,”“outlook,”“could,”“would,”“pursue,”“target,”“project,”“plan,”“se
61、ek,”“should,”“assume,”or similar terms or the negatives thereof.Such statements speak only as ofthe date of such statement,and the Company undertakes no ongoing obligation to update such statements.These statements appearin a number of places in this Prospectus and include statements regarding the i
62、ntent,belief or current expectations of the Company,and its respective directors,officers or advisors with respect to,among other things:Trends affecting the Companys financial condition,results of operations or future prospects The Companys business and growth strategies The factors that we expect
63、to contribute to our success and our ability to be successful in the future Our business model and strategy for realizing positive sales result Competition,including the impact of competition on our operations,our ability to respond to such competition and ourexpectations regarding continued competi
64、tion in the markets in which we compete Expenses Our expectations with respect to continued disruptions in the global capital markets and reduced levels of consumerspending and the impact of these trends on our financial results The impact of new accounting pronouncements on our financial statements
65、 That our cash flows from operating activities will be sufficient to meet our projected operating and capital expenditures forthe next twelve months Our market risk exposure and efforts to minimize risk Our overall outlook including all statements under MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
66、OPERATION That estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differfrom actual results and Expectations,plans,beliefs,hopes or intentions regarding the future.Potential investors are cautioned that any such forward-looking statements are not
67、 guarantees of future performance.They involvesignificant risks and uncertainties.Should conditions change or should any one or more of the risks or uncertainties materialize orshould any of the underlying assumptions of the Company prove incorrect,actual results may differ materially from those pro
68、jectedin the forward-looking statements as a result of various factors,some of which are unknown.The factors that could adversely affectthe actual results and performance of the Company include,without limitation:The Companys inability to raise additional funds to support operations and capital expe
69、nditures The Companys inability to effectively manage its growth The Companys inability to achieve greater and broader market acceptance in existing and new market segments The Companys inability to successfully compete against existing and future competitors The effects of intense competition that
70、exists in China design industry The economic downturn and its effect on consumer spending The risk that negative industry or economic trends,including the market price of our common stock trading below its bookvalue,reduced estimates of future cash flows,disruptions to our business,slower growth rat
71、es or lack of growth in ourbusiness,may result in significant write-downs or impairments in future period The effects of events adversely impacting the economy or the regions from which we draw a significant percentage of ourcustomers,including the effects of the current economic recession,war,terro
72、rist or similar activity or disasters The effects of energy price increases on our cost of operations and our revenues Financial community perceptions of our Company and the effect of economic,credit and capital market conditions on theeconomy and the software industry Other factors described elsewh
73、ere in this Prospectus,or other reasons.Again,potential investors are urged to consider such factors carefully.All forward-looking statements attributable to the Companyor persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the“RiskFactor
74、s”described herein.7 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm11/63 RISK FACTORS An investment in our securities involves a high degree of risk.You should carefully consider the followi
75、ng risk factors,along with the other information contained in this prospectus,before making an investment decision.If any of the followingrisks occur,our business,financial condition,and results of operations could be adversely affected.In such case,the tradingprice of our common stock could decline
76、,and you may lose all or part of your investment.1.We have a limited operating history.SUN is a development-stage company with minimal operating history.Our business model is unproven,and there is noguarantee that we will achieve or sustain profitability.If we cannot generate significant revenue fro
77、m our VR experiencesand related products,our business could fail.2.We face significant competition in the VR and digital entertainment markets.The market for VR content and digital entertainment is highly competitive,with numerous companies offering innovativesolutions.Many of these competitors have
78、 greater financial,technical,and marketing resources than we do.We may not beable to compete effectively,which could negatively impact our business.3.Our business depends heavily on the adoption of VR technology.The success of SUN depends on the widespread adoption of VR technology by consumers and
79、businesses.If VR fails toachieve mainstream acceptance or if there are delays in the development of VR hardware and software,our growthprospects and business could be adversely affected.4.Our intellectual property rights are critical to our success and may be difficult to enforce.Our success depends
80、 on our ability to protect our intellectual property,including our VR content,business plans,and brandidentity.Despite our efforts,unauthorized parties may attempt to copy or otherwise obtain and use our intellectual property.The legal framework for enforcing intellectual property rights in the digi
81、tal and VR space is complex and evolving,whichcould make it difficult for us to prevent or stop infringement.5.We are subject to ongoing capital requirements.We expect to incur significant costs related to developing our VR content,maintaining our technology infrastructure,andmarketing our products.
82、If we are unable to secure additional funding when needed,we may not be able to execute ourbusiness plan,which could result in a loss of investment.6.Our management team is critical to our success,and any loss of key personnel could adversely affect our business.SUNs success depends largely on the e
83、xpertise and efforts of our management team,particularly our founder,MichaelSsebugwawo Muyingo.The loss of Mr.Muyingo or any other key personnel could disrupt our operations and growth plans.7.We face risks related to our investments and our planned expansion and international operations.As we grow,
84、we plan to invest in other companies and expand our offerings globally,including filming VR content invarious international locations.Expanding and investing into new markets presents operational,regulatory,and culturalchallenges that could impact our business.Any failure to effectively manage these
85、 risks could hinder our growth andprofitability.8.We may be unable to establish or maintain a public market for our common stock.There is currently no public market for our common stock,and there is no assurance that we will be able to successfully listor maintain a market for our securities.Without
86、 a liquid trading market,investors may find it difficult to sell their shares orrealize the value of their investment.9.Our reliance on related-party transactions could pose conflicts of interest.We currently rely on loans and support from our founder and related parties to finance our operations.Wh
87、ile thesearrangements are intended to support our growth,they may also present conflicts of interest and could adversely impact ourfinancial stability if not managed appropriately.10.Our financial statements indicate uncertainty about our ability to continue as a going concern.Our independent audito
88、rs have issued a going concern opinion,highlighting substantial doubt about our ability to continueoperations without additional financing.If we are unable to raise sufficient capital,we may need to significantly curtail orcease operations,which could result in the loss of your investment.2025/6/10
89、09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm12/63 8 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/
90、sun_s1.htm13/63 USE OF PROCEEDS If all the shares are sold in this offering the gross proceeds will amount to$120,000.We expect to disburse the proceeds from thisoffering in the manner as set in the table below.The table shows the intended use of proceeds assuming that 25%,50%,75%or100%,of the share
91、s in this Offering are sold.Budgeting The expenditure is calculated based on four possible scenarios of the capital raised in the offering:Use of Proceeds 25%($30,000)50%($60,000)75%($90,000)100%($120,000)Working Capital$18,000$36,000$54,000$72,000 R&D$6,000$12,000$18,000$24,000 Sales&Advertising$3,
92、000$6,000$9,000$12,000 Capital Expenditures$3,000$6,000$9,000$12,000 Please refer to the Plan of Operations section for the more detailed expenditure tables.Our offering is being made on a self-underwritten basis:no minimum number of shares must be sold in order for the offering or thebusiness devel
93、opment effort to proceed.However,the lowest version of the funding scenario may not allow our plan of operationsto be executed without relying upon the additional financing from our Director.Michael Ssebugwawo Muyingo,our director,hasagreed to loan the Company the start-up capital necessary to cover
94、 possible shortfalls in our funding.The Company does not intendto use a portion of the net proceeds to repay these loans from related party that currently stand at$28,100 and detailed in relatedparty transaction note in notes to financial statements.Except for fixed costs,the amounts actually spent
95、by us for any specific purpose are likely to vary and will depend on numerousfactors.Non-fixed cost,marketing,and general and administrative costs may vary depending on the business progress anddevelopment efforts,general business conditions,and advertising success.Accordingly,our management has bro
96、ad discretion toallocate the net proceeds to non-fixed costs.An example of changes to this spending allocation for non-fixed costs includes ourmanagement deciding to spend less of the allotment on software development and more on marketing.9 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/0001683
97、16825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm14/63 DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us.The price does not bear any relationship to our assets,bookvalue,earnings,or other establishe
98、d criteria for valuing a privately held company.In determining the number of shares to beoffered and the offering price we took into consideration our capital structure and the minimum amount of money we would needto implement our business plans.Accordingly,the offering price does indicate the actua
99、l value of our securities.Dilution of the Price Investors Pay for Their SharesDilution represents the disparity between the price paid by investors in this offering and the net tangible book value per shareimmediately after the offering is completed.Net tangible book value is calculated as total ass
100、ets minus total liabilities andintangible assets.This dilution occurs primarily due to the arbitrarily set offering price,which is significantly higher than the bookvalue per share held by existing shareholders.The current offering price is fixed at$0.01 per common share.In contrast,our director acq
101、uired 5,000,000 shares at a price of$0.0001 per share.Assuming full subscription,the total number of outstanding shares will increase to 17,000,000.The table belowillustrates the potential dilution to investors based on various funding levels:DILUTION TABLE Percentage ofFundingAmount ofNewFundingOff
102、eringPrice($)OutstandingShares(Post-Money)Pre-MoneyValuationPost-MoneyValuationNet ProceedsDilution perShareDilution as%100%$120,0000,0117,200,000-0,0006710,006774120,0000,0032263275%$90,0000,0114,200,000-0,0006710,00609290,0000,0039083950%$60,0000,0111,200,000-0,0006710,00504660,0000,0049545025%$30
103、,0000,018,200,000-0,0006710,00323330,0000,00676768 10 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm15/63 SELLING SECURITY HOLDERS None of the securities to be registered are to be offered f
104、or the account of security holders.11 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm16/63 PLAN OF DISTRIBUTION Self-underwritten Offering This is a self-underwritten offering.This prospectus
105、 is part of a disclosure that permits Michael Ssebugwawo Muyingo to sell theshares on behalf of the Company directly to the public.No commission or other remuneration will be payable to him for the Shares he sells in the offering.There are no plans or arrangements to enter into any contracts or agre
106、ements to sell SUNs shares with a broker or dealer.MichaelSsebugwawo Muyingo,our Director,intends to offer the shares to friends,family members,and business associates.In offering thesecurities on the Companys behalf,Mr.Muyingo is guided by The Rule 3a4-1 Safe Harbor of the Securities Exchange Act o
107、f1934,that states the associated person must not be compensated in connection with the sale of the issuers securities by thepayment of commissions or other remuneration based either directly or indirectly on transactions in securities.Mr.Muyingo will not register as a broker-dealer pursuant to Secti
108、on 15 of the Securities Exchange Act of 1934,in reliance uponRule 3a4-1,which sets forth those conditions under which a person associated with an Issuer may participate in the offering of theIssuers securities and not be deemed to be a broker-dealer.a)Our officer and director are not subject to a st
109、atutory disqualification,as that term is defined in Section 3(a)(39)of the Act,at the time of his participation;and b)Our officer and director will not be compensated in connection with his participation by the payment of commissions orother remuneration based either directly or indirectly on transa
110、ctions in securities;and c)Our officer and director is not,nor will he be at the time of his participation in the offering,an associated person of abroker-dealer;and d)Our officer and our director meet the conditions of paragraph(a)(4)(ii)of Rule 3a4-1 of the Exchange Act,in that he:(A)primarily per
111、forms,or is intended primarily to perform at the end of the offering,substantial duties for or on behalf ofthe Company,other than in connection with transactions in securities;and(B)is not a broker or dealer,or been associated person of a broker or dealer,within the preceding twelve months;and(C)has
112、 not participated in selling and offering securities for any Issuer more than once every twelve months other than inreliance on Paragraphs(a)(4)(i)(a)(4)(iii).Michael Ssebugwawo Muyingo,our sole officer/director,control person,and affiliate of the same does not intend to purchase anyshares in this o
113、ffering.Terms of the Offering The shares will be sold at the fixed price of$0.01 per share until the completion of this offering.There is no minimum amount ofsubscription required per investor,and subscriptions,once received,are irrevocable.This offering will commence on the date of this prospectus
114、is deemed effective,and continue for a period not to exceed 270 days(the“Expiration Date”),unless extended by our Board of Directors for an additional 90 days.This is a“best-effort”offering and,as such,there is no assurance that we will sell any or all of the shares.Procedures and Requirements for S
115、ubscription If an investor decides to subscribe for any shares in this offering,they will be required to execute a Subscription Agreement andtender it,together with a check,wire,or other means of money transfer.All payments should be made to SUN.12 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/
116、000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm17/63 DESCRIPTION OF SECURITIES TO BE REGISTERED Common Stock Our authorized capital stock consists of 75,000,000 shares of common stock,at a par value of$0.0001 per share.The holders of ourcommo
117、n stock:(i)have equal ratable rights to dividends from funds legally available,therefore,when,as and if declared by our Board ofDirectors;(ii)are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation,dissolutionor winding up of our affairs;(iii
118、)do not have pre-emptive,subscription or conversion rights and there are no redemption or sinking fund provisions orrights,and(iv)are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.Non-Cumulative Voting Holders of shares of our common stock do not have cu
119、mulative voting rights.This means that the holders of more than 50%of theoutstanding shares,voting for the election of directors,can elect all of the directors to be elected,if they choose so,and,in suchevent,the holders of the remaining shares will not be able to elect any of our directors.Cash Div
120、idends As of the date of this prospectus,we have not paid any cash dividends to any stockholder.The declaration of any future cashdividend will be at the discretion of our Board of Directors and will depend upon our earnings,if any,our capital requirements andfinancial position,our general economic
121、conditions,and other pertinent conditions.Our present intention is not to pay any cashdividends in the foreseeable future,but rather to reinvest earnings,if any,in our business operations.INTEREST OF NAMED EXPERTS AND COUNSEL The experts or counsel described below have not been hired on a contingent
122、 basis and none of them will receive a direct or indirectinterest in the Company.Our audited financial statements for the period from inception through October 31,2024,have been audited by Boladale Lawal&Co(Chartered Accountants).We include the financial statements in reliance on their report,given
123、upon their authority as licensedexperts in accounting and auditing.Attorney at law SD Mitchell&Associates,PLC has formerly opined the validity of the shares being offered and certain other legalmatters and is representing the Company in connection with this offering 13 2025/6/10 09:19sec.gov/Archive
124、s/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm18/63 DESCRIPTION OF BUSINESS OverviewSUN creates immersive dance and theatrical experiences using cutting-edge virtual reality(VR)technology.We merge performingarts with dig
125、ital innovation,enabling audiences to engage with live performances in a fully interactive environment.Our mission isto redefine the boundaries of entertainment,making high-quality artistic content more accessible and engaging for globalaudiences.14 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845
126、/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm19/63 Business ModelSUN generates revenue through direct sales and licensing of its unique VR experiences to tech platforms and content distributors.Our target customers include leading technolo
127、gy companies and entertainment platforms seeking innovative content to enhancetheir offerings.In the future,we plan to launch a subscription-based service that will provide users with access to an exclusivelibrary of our immersive productions.Company History and MilestonesFounded on September 5,2024
128、,by Michael Ssebugwawo Muyingo,SUN has rapidly built a foundation for growth.We secured$100K in initial funding and developed a robust business strategy.A notable milestone is our exploration of filming in Ugandansafari parks,showcasing breathtaking natural landscapes to create distinctive VR experi
129、ences that resonate globally.Products and ServicesOur core product is the creation and production of immersive theatrical dance experiences.SUN handles all aspects of production,from choreography to VR filming and post-production.We aim to license these performances to major tech platforms such as M
130、etaand Microsoft.But no such licences have been secured yet.Market OpportunityThe global VR market,particularly in entertainment,is growing rapidly.Advances in technology and a shift in consumerpreferences towards immersive digital experiences present a significant opportunity for SUN.We differentia
131、te ourselves byfocusing on interactive,high-quality artistic performances rather than conventional VR applications like gam ing.Competitive AdvantagesSUNs unique approach to combining performing arts with VR technology sets us apart in the market.Unlike competitors whoprimarily focus on gaming or pa
132、ssive viewing,we offer interactive,live performance art that transforms how audiences experiencedigital content.Our use of diverse and exotic filming locations further enhances the appeal and uniqueness of our offerings.15 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.
133、htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm20/63 Regulatory EnvironmentWe adhere to all relevant regulations in both the entertainment and tech sectors,particularly those concerning content productionand data privacy.As we expand,we will continue to ensure complia
134、nce with evolving laws and standards in the digital media andVR industries.Intellectual PropertySUN holds a registered trademark and has secured the rights to various digital assets,including high-quality recordings ofperformances and soundscapes.As we grow,we anticipate that these assets will becom
135、e increasingly valuable,contributing to ourcompetitive edge and market position.EmployeesSUN currently employs three individuals specializing in choreography,VR production,and project management.These teammembers are essential to the development and execution of our projects and will play a crucial
136、role in our future expansion.Emerging Growth Company Status under the JOBS ActSUN qualifies as an“emerging growth company”under the JOBS Act,allowing us to benefit from reduced reporting requirementsand other exemptions.We will maintain this status until the earliest of:(i)the end of the fiscal year
137、 in which our annual revenuesexceed$1 billion,(ii)the end of the fiscal year following the fifth anniversary of our IPO,(iii)the date on which we have issuedmore than$1 billion in non-convertible debt over a three-year period,or(iv)the date we become a large accelerated filer under theSecurities Exc
138、hange Act.16 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm21/63 DESCRIPTION OF PROPERTY SUNs property includes both physical and intangible assets essential to its operations.Physical Prope
139、rty:The company maintains office space equipped with advanced computer and electronic hardware used for research,development,and the production of virtual reality content.These assets are held at our corporate headquarters and are critical to our day-to-dayoperations.Intangible and Intellectual Prop
140、erty:SUN holds various intangible assets in the sum of$87,500 through investments into partner companies.The value and details ofthese assets are reflected in our financial statements,which are provided in the Financial Report section starting on page F-1.LEGAL PROCEEDINGS We are not involved in any
141、 pending legal proceeding,nor are we aware of any pending or threatened litigation against us.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS No public market currently exists for shares of our common stock.Following completion of this offering,we intend to apply tohave our common stock lis
142、ted for quotation on the Over-the-Counter Bulletin Board and apply to trade our stock under the tickersymbol SUNY.Penny Stock Rules The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection withtransactions in penny stocks.Penny stocks are gene
143、rally equity securities with a price of less than$5.00(other than securitiesregistered on certain national securities exchanges or quoted on the Nasdaq system,provided that current price and volumeinformation with respect to transactions in such securities is provided by the exchange or system).A pu
144、rchaser is purchasing penny stock which limits the ability to sell the stock.The shares offered by this prospectus constitutepenny stock under the Securities and Exchange Act.The shares will remain penny stocks for the foreseeable future.Theclassification of penny stock makes it more difficult for a
145、 broker-dealer to sell the stock into a secondary market,which makes itmore difficult for a purchaser to liquidate his/her investment.Any broker-dealer engaged by the purchaser for the purpose of sellinghis or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Excha
146、nge Act.Rather than creating aneed to comply with those rules,some broker-dealers will refuse to attempt to sell penny stock.The penny stock rules require a broker-dealer,prior to a transaction in a penny stock not otherwise exempt from those rules,todeliver a standardized risk disclosure document,w
147、hich:-contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondarytrading;-contains a description of the brokers or dealers duties to the customer and of the rights and rules of SUN available to thecustomer with respect to a violation of
148、 such duties or other requirements of the Securities Act of 1934,as amended;-contains a brief,clear,narrative description of a dealer market,including“bid”and“ask”price for the penny stock and thesignificance of the spread between the bid and ask price;-toll-free telephone number for inquiries on di
149、sciplinary actions;-defines significant terms in the disclosure document or in the conduct of trading penny stocks;and-contains such other information and is in such form(including language,type,size and format)as the Securities and ExchangeCommission shall require by rule or regulation;17 2025/6/10
150、 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm22/63 The broker-dealer also must provide,prior to effecting any transaction in a penny stock,to the customer:-the bid and offer quotations for the penny
151、 stock;-the compensation of the broker-dealer and its salesperson in the transaction;-the number of shares to which such bid and ask prices apply,or other comparable information relating to the depth and liquidityof the market for such stock;and-monthly account statements showing the market value of
152、 each penny stock held in the customers account.In addition,the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules;thebroker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
153、receivethe purchasers written acknowledgment of the receipt of a risk disclosure statement,a written agreement to transactions involvingpenny stocks,and a signed and dated copy of a written suitability statement.These disclosure requirements will have the effect ofreducing the trading activity in th
154、e secondary market for our stock because it will be subject to these penny stock rules.Therefore,stockholders may have difficulty selling their securities.Regulation M Our Director,who will offer and sell the shares,is aware that he is required to comply with the provisions of Regulation Mpromulgate
155、d under the Securities Exchange Act of 1934,as amended.With certain exceptions,Regulation M precludes the officersand directors,sales agents,any broker-dealer or other person who participate in the distribution of shares in this offering frombidding for or purchasing or attempting to induce any pers
156、on to bid for or purchase any security which is the subject of thedistribution until the entire distribution is complete.Reports We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders,certified by ourindependent accountants,and will furnish un-
157、audited interim financial statements in our quarterly reports filed electronically withthe Securities and Exchange Commission.All reports and information filed by us can be found at the SEC website,www.sec.gov.Stock Transfer Agent Vstock Transfer is our stock transfer agent at the current time.Finan
158、cial Statements Our fiscal year-end is October 31.In this prospectus we provide financial statements audited by an Independent Registered PublicAccounting Firm;going forward we will be providing them in our annual reports and interim reviews.The audited financialstatements for the period from incept
159、ion through October 31,2024,can be found on page F-1.Supplementary Financial Information Disclosure of material quarterly changes is not applicable to our current financial statements.18 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar
160、/data/2070845/000168316825004339/sun_s1.htm23/63 MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS The investor considering investing in our stock should read the following discussion and analysis of our financial condition andresults of operations so far,together with our consolidated fina
161、ncial statements and the related notes and other financial informationincluded further forth in this prospectus.Some of the information contained in this discussion and analysis or disclosed elsewherein this prospectus,including information with respect to our plans and strategy for our business and
162、 related financing,includesforward-looking statements that involve risks and uncertainties.The investor should review the“Risk Factors”section of thisprospectus for a discussion of important factors that could cause actual results to differ materially from the results described in orimplied by the f
163、orward-looking statements contained in the following discussion and analysis.As we qualify as an“emerging growth company”under the JOBS Act,we are permitted to and intend to,rely on exemptions fromcertain disclosure requirements.For so long as we are an emerging growth company,we will not be require
164、d to:-Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b)of the Sarbanes-Oxley Act;-Provide an auditor attestation with respect to managements report on the effectiveness of our internal controls over financialreporting;-Comply with any requirement tha
165、t may be adopted by the Public Company Accounting Oversight Board regarding mandatoryaudit firm rotation or a supplement to the auditors report providing additional information about the audit and the financialstatements(i.e.,an auditor discussion and analysis);-Submit certain executive compensation
166、 matters to shareholder advisory votes,such as“say-on-pay”and“say-on-frequency;”and-Disclose certain executive compensation related items such as the correlation between executive compensation andperformance and comparisons of the CEOs compensation to median employee compensation.In addition,Section
167、 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extendedtransition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards.Inother words,an emerging growth company can delay the adoption of certain
168、 accounting standards until those standards wouldotherwise apply to private companies.We have decided to select a consistent election regarding compliance with new or revisedaccounting standards.We will remain an“emerging growth company”for up to five years,or until the earliest of(i)the last day of
169、 the first fiscal year inwhich our total annual gross revenues exceed$1 billion,(ii)the date that we become a“large accelerated filer”as defined in Rule12b-2 under the Securities Exchange Act of 1934,which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds$
170、700 million as of the last business day of our most recently completed second fiscal quarter or(iii)the date onwhich we have issued more than$1 billion in non-convertible debt during the preceding three year period.However,even if we nolonger qualify for the exemptions for an emerging growth company
171、,we may still be,in certain circumstances,subject to scaleddisclosure requirements as a smaller reporting company.For example,smaller reporting companies,like emerging growthcompanies,are not required to provide a compensation discussion and analysis under Item 402(b)of Regulation S-K or auditoratte
172、station of internal controls over financial reporting.Results of Operations From Inception on September 5,2024 to October 31,2024 SUN realized$17,475 in revenue as of October 31,2024.Our activities have been financed from the loan from the director.For theperiod from September 5,2024 to October 31,2
173、024,we incurred operating expenses of$20,985,comprising of$20,985 of general&administrative expenses consisting of incorporation cost,advertising and marketing,employee benefits and depreciationexpense.Working Capital October 31,2024Current Assets$17,475 Current Liabilities 70,628 Working Capital$(5
174、3,153)19 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm24/63 Liquidity and Capital Resource Our negative working capital of(53,153)is primarily due to$50,000 in unearned revenue,which we exp
175、ect to recognize in thenext quarter.As this revenue is recognized,we anticipate an improvement in our working capital position.Yet our current cash balance is clearly not sufficient to fund our operations for an extensive period of time.We have been utilizingand may utilize funds from our Director,w
176、ho has informally agreed to advance funds to pay for the offering costs,filing fees,andprofessional fees.Given the aforesaid,and predicted with reservations,the minimum period of time that the Company will be ableto conduct its planned operations using currently available resources is estimated to b
177、e now at less than 12 months.The company owns physical assets net valued at$15,995 as of October 31,2024.The purchase agreements for these properties arefiled as exhibits to this Registration Statement.As of October 31,2024,Michael Ssebugwawo Muyingo advanced$54,459 in form of assets for company set
178、up expenses andoperating working capital.Our Director,although currently has an interest to do so,has no formal further commitment,arrangement,or legal obligation to advance or loan funds to the Company.In order to implement our next 12 month plan ofoperations,we require a minimum of$30,000 of fundi
179、ng from this offering.Being a development stage company,we have a verylimited operating history.After the twelve-month period,we may need additional financing.Additional funding will likely comefrom equity financing from the sale of our common stock,if we are able to sell such stock.The nature of th
180、e efforts to complete thedevelopment of the Company includes raising capital;workforce assembly,R&D;refining conceptualization and design;completion of the platforms architecturethe website and its payment features.The timing to complete the development of thefirst operating version is estimated to
181、be Q1 of 2026.The most conservative estimated cost from the end of the offering is$30,000,while the largest estimated funding is$120,000.The costs incurred to date stands at$53,996 as of October 31,2024.Theanticipated completion date is the Q1 2024.The period in which material net cash inflows are e
182、xpected to commence is Q1 2024.Long-term financing beyond the maximum aggregate amount of this offering may be required to expand our business.The exactamount of funding will depend on the scale of our development and expansion.We do not currently have planned our expansion,and we have not decided y
183、et on the scale of our development and expansion and on the exact amount of funding needed for ourlong-term financing.Our full business plan includes activities described in the Plan of Operations tables below.Our independent registered public accountant has issued a going concern opinion.This means
184、 that there is a doubt that we cancontinue as an ongoing business for the next twelve months unless we obtain additional capital to cover our expenses.This isbecause we have not generated revenues and no revenue is anticipated until we complete our initial business development.There isno assurance w
185、e will ever reach that stage.To meet our need for cash we are attempting to raise money from this offering.We believe that we will be able to raise enoughmoney through this offering to continue our proposed operations through the utilization of the funds as scheduled below:Plan of Operations Overvie
186、w SUNs plan of operations outlines the companys strategy for the next 12 months,focusing on the development and expansion of itsvirtual reality(VR)content and digital product offerings.The company has prepared four financial forecast scenariosLowest,Modest,Probable,and Optimalbased on varying levels
187、 of proceeds from the current offering.20 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm25/63 Financial Forecasts 1.Lowest Forecast:Proceeds:$30,000 Expenses:$20,000 Net Profit:$10,000 With
188、minimal funding,SUN will prioritize essential operations and the development of core VR content.2.Modest Forecast:Proceeds:$60,000 Expenses:$40,000 Net Profit:$20,000 The modest scenario allows for expanded content production and limited marketing efforts.3.Probable Forecast:Proceeds:$90,000 Expense
189、s:$50,000 Net Profit:$40,000 Under this scenario,SUN will accelerate development and marketing,along with enhancing its technology infrastructure.4.Optimal Forecast:Proceeds:$120,000 Expenses:$70,000 Net Profit:$50,000 This optimal scenario enables full-scale operations,including comprehensive conte
190、nt development,marketing campaigns,and strategic partnerships.21 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm26/63 Use of Proceeds Funds raised will primarily be allocated towards the foll
191、owing:Digital Product Development:Salaries for key developers and VR production costs.Marketing and Advertising:Efforts to promote SUNs VR experiences to a broader audience.Operational Costs:Covering rent,utilities,and administrative expenses to support ongoing operations.Risk Management There is no
192、 guarantee that SUN will achieve profitability even if all planned operations are executed successfully.If the companyfails to meet its financial goals,it may require additional funding to continue operations.In the event of a funding shortfall,SUNwill seek alternative sources of capital or may need
193、 to scale back operations.Conclusion SUN is committed to executing its business plan in line with its financial forecasts.However,due to the inherent risks anduncertainties in early-stage business operations,there is no assurance that the company will achieve its desired outcomes.Off-Balance Sheet A
194、rrangements We have no off-balance sheet arrangements that have,or are reasonably likely to have,a current or future effect on our financialcondition,changes in financial condition,revenues or expenses,results of operations,liquidity,capital expenditures or capitalresources.22 2025/6/10 09:19sec.gov
195、/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm27/63 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Beside from a going concern qualification on the Companys financial stateme
196、nts for the fiscal year ended October 31,2024,thereport of our auditor on the audited financial statements of the Company for the fiscal year ended October 31,2024,did not containany adverse opinion or disclaimer of opinion,nor was it qualified or modified as to uncertainty,audit scope,or accounting
197、principles.During the fiscal years ended October 31,2024,the Company nor anyone acting on its behalf consulted the Auditor Entity withrespect to(i)the application of accounting principles to a specified transaction,either completed or proposed,or the type of auditopinion that might be rendered on th
198、e Companys financial statements,and neither a written report nor oral advice was provided tothe Company that the Auditor Entity concluded was an important factor considered by the Company in reaching a decision as to theaccounting,auditing or financial reporting issues;or(ii)any matter that was the
199、subject of a disagreement or a reportable event setforth in Item 304(a)(1)(iv)and(v),respectively,of Regulation S-K.23 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm28/63 DIRECTORS,EXECUTIVE
200、 OFFICERS,PROMOTERS,AND CONTROL PERSONS Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected andqualified.Officers of the corporation are appointed by the Board of Directors to a term of one year and serve until a successor isduly
201、appointed and qualified,or until he or she is removed from office.Our founders educational background,experience,and qualifications make us believe that he is very well qualified for thedirectorship of our company.The name,address,age,and position of our officer and director is set forth below:Name
202、and Address Age Position(s)Michael Ssebugwawo Muyingo 43 Director,CEO and CFO10 Sextons House,Bardsley Ln.London SE10 9RQ,U.K.Michael Ssebugwawo Muyingo has been holding the above-stated positions since the inception of the Company and is expected tohold them until the next annual meeting of our sto
203、ckholders.Thereby,Mr.Muyingo is currently the sole officer and control personof SUN.Professional Background Information About our Director QUALIFICATIONS-Graduate of the University of Cambridge(2021)Masters-Financial consultant and business advisor-Expert in public reporting and business plan develo
204、pment-Skilled stock market analyst-Seasoned investor and business specialist-Professionally trained dancer,choreographer,and dance teacher-Strong background in the performing arts,film and creative industries Audit Committee We have established an Audit Committee composed of which consists of the fo
205、llowing participants:Karolina Muyingo Goldman Sachs Asset Management specialist,bringing deep expertise in investment oversight,assetmanagement,and corporate governance.Dwight Wittmer A UK-based Qualified Financial Planner with extensive experience in strategic financial advisory and regulatorycompl
206、iance.Olga Kokoshynska FinLit a qualified finacial expert with an extensive accounting experience.The committee is responsible for overseeing our financial reporting process,internal controls,and the engagement of ourindependent auditors.SECTION 16(A)BENEFICIAL OWNERSHIP REPORTING COMPLIANCE In the
207、event that we register under the Securities Exchange Act of 1934(the“Exchange Act”or“1934 Act”),Section 16(a)of thatact will require our directors and executive officers,and persons who own more than ten percent of our common stock,to file withthe Securities and Exchange Commission initial reports o
208、f ownership and reports of changes of ownership of our common stock.2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm29/63Officers,directors,and greater than ten percent stockholders will be re
209、quired by SEC regulation to furnish us with copies of allSection 16(a)forms they file.We intend to ensure to the best of our ability that all Section 16(a)filing requirements applicable to our officers,directors,andgreater than ten percent beneficial owners comply within a timely fashion.24 2025/6/1
210、0 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm30/63 EXECUTIVE COMPENSATION Currently Mr.Muyingo does not draw salary from the Company.This is likely to change in the future,as we may approve a salar
211、ywhen,or if,the Company starts generating revenue.We do not currently have any company benefits,such as health or lifeinsurance available.As of October 31,2024 our sole officer/director,Michael Ssebugwawo Muyingo,received 5,000,000 shares of the companyscommon stock,valued at 0.0001 per share,for th
212、e amount of$500 as compensation in exchange for his services to the company Summary Compensation Table(1)Name andPrincipalPosition Year Salary Bonus StockAwards OptionAwards Non-EquityIncentivePlanCompensation Change inPensionValue andNon-qualifiedDeferredCompensationEarnings All OtherCompensation T
213、otal MichaelSsebugwawoMuyingo,Director 2024 0 0 500 0 0 0 0 0 Outstanding Equity Awards at Fiscal Year End Option Awards Stock AwardsName Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable EquityIncentivePlanAwards;Number ofS
214、ecuritiesUnderlyingUnexercisedUnearnedOptions(#)OptionExercisePrice OptionExpirationDate Number ofSharesor Unitsof StockThat HaveNot Vested(#)MarketValue ofShares orUnits ofStockThat HaveNot Vested EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat HaveNot Vested EquityIncenti
215、vePlanAwards:Marketor PayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNot Vested MichaelSsebugwawoMuyingo 0 0 0 0 0 0 0 0 0 25 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm31/63 Of
216、ficer Compensation Name Fees Earnedor Paidin Cash StockAwards OptionAwards Non-EquityIncentive PlanCompensation Change inPensionValue andNonqualifiedDeferredCompensationEarnings All OtherCompensation Total Michael SsebugwawoMuyingo 0 0 0 0 0 0 0 Option GrantsThere have been no individual grants of s
217、tock options to purchase our common stock made to the executive officer named in theSummary Compensation Table.Aggregated Option Exercises and Fiscal Year-End Option ValueThere have been no stock options exercised by the executive officer named in the Summary Compensation Table.Long-Term Incentive P
218、lan(“LTIP”)AwardsThere have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.Compensation of Directors If agreed,directors are permitted to receive fixed fees and other compensation for their services as directors.The Board ofDirectors has the authori
219、ty to fix the compensation of directors.As of October 31,2024 our sole officer/director,MichaelSsebugwawo Muyingo,received 5,000,000 shares of the companys common stock,valued at 0.0001 per share,for the amount of$500 as compensation in exchange for his services to the company Employment Agreements
220、On September 5,2024,we entered into an employment agreement with Michael Ssebugwawo Muyingo,pursuant to which heserves as our Director and Chief Executive Officer.The agreement sets forth the terms and conditions of his employment,includinghis role and responsibilities.26 2025/6/10 09:19sec.gov/Arch
221、ives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm32/63 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth,as of the date of this prospectus,the total number of shares owned bene
222、ficially by our director,officers and key employees,individually and as a group,and the present owners of 5%or more of our total outstanding shares.Thetable also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering,(whichwe cannot guarantee
223、),as well as at 75%,50%,and 25%levels of sales.The stockholder listed below has direct ownership of hisshares and possesses sole voting and dispositive power with respect to the shares.Assuming 100%of shares sold in the Offering:No.of No.of Shares Shares Percentage Percentage Name and Address of Bef
224、ore After Before After Beneficial Owner Offering Offering Offering Offering Michael Ssebugwawo Muyingo 5,000,000 5,000,000 96.15%29.07%10 Sextons House,LondonSE10 9RQ,U.K.All Officers and Directors as a Group 5,000,000 5,000,000 96.15%29.07%Assuming 75%shares sold in the Offering:No.of No.of Shares
225、Shares Percentage Percentage Name and Address of Before After Before After Beneficial Owner Offering Offering Offering Offering Michael Ssebugwawo Muyingo 5,000,000 5,000,000 96.15%35.21%410 Sextons House,LondonSE10 9RQ,U.K.All Officers and Directors as a Group 5,000,000 5,000,000 96.15%35.21%27 202
226、5/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm33/63 Assuming 50%shares sold in the Offering:No.of No.of Shares Shares Percentage Percentage Name and Address of Before After Before After Benefic
227、ial Owner Offering Offering Offering Offering Michael Ssebugwawo Muyingo 5,000,000 5,000,000 96.15%44.64%10 Sextons House,LondonSE10 9RQ,U.K.All Officers and Directors as a Group 5,000,000 5,000,000 96.15%44.64%Assuming 25%shares sold in the Offering:No.of No.of Shares Shares Percentage Percentage N
228、ame and Address of Before After Before After Beneficial Owner Offering Offering Offering Offering Michael Ssebugwawo Muyingo 5,000,000 5,000,000 96.15%60.98%10 Sextons House,LondonSE10 9RQ,U.K.All Officers and Directors as a Group 5,000,000 5,000,000 96.15%60.98%Future Sales by Existing Stockholders
229、 As of the date of this prospectus,a total of 5,200,000 shares of our common stock have been issued,of which:5,000,000 shares were issued to our Director and Chief Executive Officer,Michael Ssebugwawo Muyingo,and 200,000 shareswere issued to certain other employees.A total of 5,200,000 shares have b
230、een issued to the existing stockholders,all of which are restricted securities,as that term isdefined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act.Under Rule 144,restricted shares can bepublicly sold,subject to volume restrictions and certain restrictions on the mann
231、er of sale,commencing one year after theiracquisition.Any sale of shares held by the existing stockholder(after applicable restrictions expire)and/or the sale of sharespurchased in this offering(which would be immediately resalable after the offering),may have a depressive effect on the price ofour
232、common stock in any market that may develop,of which there can be no assurance.Our shareholders will not be permitted touse Rule 144 if we are deemed to be a shell company.We are not a shell company,but rather a start-up company,as we have adefinite business plan and have undertaken substantial busi
233、ness activities such as to engage with our suppliers and potentialcustomers which two formal agreements with of our clients demonstrate.28 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm34/63
234、 TRANSACTIONS WITH RELATED PERSONS,PROMOTERS,AND CERTAIN CONTROL PERSONS Our sole officer/director,Michael Ssebugwawo Muyingo,received 5,000,000 shares of the companys common stock,valued at0.0001 per share,for the amount of$500 as compensation in exchange for his services to the company.As of Octob
235、er 31,2024,the Company owes Mr.Muyingo$54,459.Since inception(September 5,2024)through October 31,2024,the Companys sole officer and director loaned the Company$628a short-term loan to pay for the cost of registering a company.This loan was unsecured,interest free and fully payable by March 5,2025.A
236、s on October 31,2024 the Companys sole officer and director loaned the Company$53,831 a long-term loan to pay for theequipment and for purchasing the long-term investments.This loan is unsecured,interest free and fully payable by September 24,2027.Related Party Transaction Policies and Procedures PO
237、LICY It is the policy of the Board of Directors(the“Board”)of SUN(the“Company”)that all Related Party Transactions,as that term isdefined in this policy,shall be subject to review in accordance with the procedures set forth below.The Board has determined thatthe Audit Committee(the“Committee”)is bes
238、t suited to review all Related Party Transactions.PROCEDURES The Committee shall review the material facts of all Related Party Transactions and may also approve or disapprove of the entryinto the Related Party Transaction.Where advance Committee review of a Related Party Transaction is not feasible
239、 or hasotherwise not been obtained,then the Related Party Transaction shall be reviewed subsequently by the Committee(and suchtransaction may be ratified subsequently by the Committee).The Committee may also disapprove of a previously entered intoRelated Party Transaction and may require that manage
240、ment of the Company take all reasonable efforts to terminate,unwind,cancel or annul the Related Party Transaction.In connection with its review of a Related Party Transaction,the Committee willtake into account,among other factors it deems appropriate,whether the Related Party Transaction is on term
241、s no equal to theterms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Partysinterest in the Related Party Transaction.29 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archiv
242、es/edgar/data/2070845/000168316825004339/sun_s1.htm35/63 Management shall present to the Audit Committee the following information,to the extent relevant,with respect to actual orpotential Related Party Transactions:1.A general description of the transaction(s),including the material terms and condi
243、tions.2.The name of the Related Party and the basis on which such person or entity is a Related Party.3.The Related Partys interest in the transaction(s),including the Related Partys position or relationship with,or ownershipof,any entity that is a party to or has an interest in the transaction(s).4
244、.The dollar value of the transaction(s),and the dollar value of the Related Partys interest in the transaction(s)withoutregard to amount of profit or loss.5.In the case of a lease or other transaction providing for periodic payments or installments,the aggregate amount of allperiodic payments or ins
245、tallments expected to be made.6.In the case of indebtedness,the aggregate amount of principal to be outstanding and the rate or amount of interest to bepayable on such indebtedness.7.Any other material information regarding the transaction(s)or the Related Partys interest in the transaction(s).Each
246、director who is a Related Party with respect to a particular Related Party Transaction shall disclose all material information tothe Committee concerning such Related Party Transaction and his or her interest in such transaction.The Audit Committee or theBoard of Directors may recommend the creation
247、 of a special committee to review any Related Party Transaction.This Policy is intended to augment and work in conjunction with other Company policies having any code of conduct,code ofethics and/or conflict of interest provisions.Definitions A“Related Party Transaction”is any financial transaction,
248、arrangement or relationship or series of similar transactions,arrangements or relationships(including any indebtedness or guarantee of indebtedness)in which:(a)any aggregate amount involved since the beginning of the Companys last completed fiscal year,(b)the Company or any of its subsidiaries is a
249、participant,and (c)any Related Party has or will have a direct or indirect interest.A“Related Party”is any:(a)person who is or was(since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxystatement,even if they do not presently serve in that role)an executive
250、officer,director or nominee for election as adirector,(b)greater than 5%beneficial owner of the Companys common stock,or (c)Immediate Family Member of any of the foregoing.An“Immediate Family Member”includes a persons spouse,parents,stepparents,children,stepchildren,siblings,mothers-and fathers-in-l
251、aw,sons and daughters-in-law,and brothers-andsisters-in-law and anyone residing in such persons home(other than a tenant or employee).30 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm36/63 I
252、NDEMNIFICATION Pursuant to the Articles of Incorporation and By-Laws of the corporation,we may indemnify a director who is made a party to anyproceeding,including a lawsuit,because of his position,if he acted in good faith and in a manner,he reasonably believed to be inour best interest.In certain c
253、ases,we may advance expenses incurred in defending any such proceeding.To the extent that thedirector is successful on the merits in any such proceeding as to which such person is to be indemnified,we must indemnify himagainst all expenses incurred,including attorneys fees.With respect to a derivati
254、ve action,indemnity may be made only forexpenses actually and reasonably incurred in defending the proceeding,and if the Director is judged liable,only by a court order.The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.Insofar as indemnificatio
255、n for liabilities arising under the Securities Act may be permitted to our directors,officers,and controllingpersons pursuant to the provisions above,or otherwise,we have been advised that in the opinion of the Securities and ExchangeCommission,such indemnification is against public policy as expres
256、sed in the Securities Act,and is,therefore,unenforceable.In the event that a claim for indemnification against such liabilities,other than the payment by us of expenses incurred or paid byone of our directors,officers,or controlling persons in the successful defense of any action,suit,or proceeding,
257、is asserted by oneof our directors,officers,or controlling persons in connection with the securities being registered,we will,unless in the opinion ofour counsel the matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the question whethersuch indemnificatio
258、n is against public policy as expressed in the Securities Act,and we will be governed by the final adjudicationof such issue.AVAILABLE INFORMATION We have filed a registration statement on Form S-1,of which this prospectus is a part,with the U.S.Securities and ExchangeCommission.Upon completion of t
259、he registration,we will be required to file all requisite reports,such as Forms 10-K,10-Q,and8-K,and other information with the Commission.Upon our registration under the 1934 Act,we would also be required to fileadditional documents with the Commission such as proxy statements under Section 14 of t
260、he 1934 Act.Such reports,proxystatements,this registration statement,and other information,may be inspected and copied at the public reference facilitiesmaintained by the Commission at 100 Fifth Street NE,Washington,D.C.20549.Copies of all materials may be obtained from thePublic Reference Section o
261、f the Commissions Washington,D.C.office at prescribed rates.You may obtain information regardingthe operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.The Commission also maintains a website thatcontains reports,proxy and information statements,and other information regardin
262、g registrants that file electronically with theCommission at http:/www.sec.gov.31 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm37/63 SUNFINANCIAL STATEMENTSFOR THE YEAR ENDED October 31,202
263、4 TABLE OF CONTENTS Report of Independent Public Accounting FirmF-2 Balance sheets as of October 31,2024F-4 Statements of Operations for the period from September 5,2024(Inception)to October 31,2024F-5 Statements of Stockholders Equity for the period from September 5,2024(Inception)to October 31,202
264、4F-6 Statements of Cash Flows for the period from September 5,2024(Inception)to October 31,2024F-7 Notes to the Financial StatementsF-8 F-1 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm38/6
265、3 Report of Independent Registered Public Accounting FirmTo the shareholders and the board of directors of Sun.Opinion on the Financial StatementsWe have audited the accompanying balance sheets of Sun.(the Company)as of October 31,2024,the related statements ofoperations,changes in shareholders equi
266、ty and cash flows,for the period September 5,2024(Inception)through October 31,2024,and the related notes(collectively referred to as the financial statements).In our opinion,the financial statements present fairly,in all material respects,the financial position of the Company as of October31,2024,a
267、nd the results of its operations and its cash flows for the period September 5,2024(inception)through October 31,2024,in conformity with U.S.generally accepted accounting principles.Going ConcernThe accompanying financial statements have been prepared assuming the Company will continue as a going co
268、ncern as disclosedin Note 2 to the financial statement,the Company has continuously incurred a net loss of$(3,510)for the period ended October 31,2024.The continuation of the Company as a going concern through October 31,2024,is dependent upon improving theprofitability and the continuing financial
269、support from its stockholders.Management believes the existing shareholders or externalfinancing will provide the additional cash to meet the Companys obligations as they become due.These factors raise substantial doubt about the Company ability to continue as a going concern.These financial stateme
270、nts do notinclude any adjustments that might result from the outcome of the uncertainty.Basis for OpinionThese financial statements are the responsibility of the Companys management.Our responsibility is to express an opinion on theCompanys financial statements based on our audits.We are a public ac
271、counting firm registered with the Public CompanyAccounting Oversight Board(United States)(PCAOB)and are required to be independent with respect to the Company inaccordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the P
272、CAOB.We conducted our audits in accordance with the standards of the PCAOB.Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement,whether due to error or fraud.Our audits included performing pro
273、cedures to assess the risks of material misstatementof the financial statements,whether due to error or fraud,and performing procedures that respond to those risks.Such proceduresincluded examining,on a test basis,evidence regarding the amounts and disclosures in the financial statements.Our audits
274、alsoincluded evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overallpresentation of the financial statements.We believe that our audits provide a reasonable basis for our opinion.The Company is notrequired to have,nor were we engaged t
275、o perform,an audit of its internal control over financial reporting.As part of our audits,weare required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Companys internal control over financial report
276、ing.Accordingly,we express no such opinion.Critical Audit MattersCritical audit matters are matters arising from the current period audit of the financial statements that were communicated orrequired to be communicated to the audit committee and that:(1)relate to accounts or disclosures that are mat
277、erial to the financialstatements and(2)involved our especially challenging,subjective,or complex judgments.Communication of critical audit mattersdoes not alter in any way our opinion on the financial statements taken as a whole and we are not,by communicating the criticalaudit matters,providing sep
278、arate opinions on the critical audit matter or on the accounts or disclosures to which they relate.F-2 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm39/63 Going Concern Uncertainty See also
279、Going Concern Uncertainty explanatory paragraph above:As described in Note 2 to the financial statements,the Company has operating losses,accumulated deficit,and a working capitaldeficiency.Furthermore,the company have not secured a long-term revenue source as it only has revenue contract with fewcu
280、stomers.The Company is dependent on obtaining additional working capital funding from its stockholders,and the sale of equity or privateor public funding to execute its plans and continue operations These conditions raise substantial doubt about the Companys abilityto continue as a going concern.We
281、determined the Companys ability to continue as a going concern is a critical audit matter due to the estimation and uncertaintyregarding the Companys available capital and the risk of bias in managements judgments and assumptions in their determination.The procedures performed to address the matter
282、included.We inquired of executive officer,and key member of management,of the Company regarding factors that would have animpact on the Companys ability to continue as a going concern,We evaluated managements plan for addressing the adverse effects of the conditions identified,including assessing th
283、ereasonableness of forecasted information and underlying assumptions,and utilizing our knowledge of the entity,itsbusiness and management in considering liquidity needs and the Companys ability to generate sufficient cash flow,We assessed the possibility of raising additional debt or credit,We evalu
284、ated the completeness and accuracy of disclosures in the financial statements./s/BOLADALE LAWAL BOLADALE LAWAL&CO.(Chartered Accountants)PCAOB ID(6993)We have served as the Companys auditor since 2024.June 4th,2025.Lagos Nigeria F-3 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/0001683168250043
285、39/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm40/63 SUNBALANCE SHEET OCTOBER 31,2024ASSETS Current assets Cash&cash equivalents$2,500 Accounts receivable 14,975 Total current assets 17,475 Non-current assets Intangibles 499 Equipment(net)15,995 Long-term in
286、vestments 37,500 Note receivable 50,000 Total Non-current assets 103,994 TOTAL ASSETS$121,469 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities Accounts payable$20,000 Short-term loans from shareholder 628 Unearned revenue 50,000 Total current liabilities 70,628 Non-current liabilities Loan fr
287、om related party 53,831 Total non-current liabilities 53,831 Total Liabilities 124,459 Stockholders Equity(Deficit)Common stock,$0.0001 par value,75,000,000 shares authorized;5,200,000 shares issued and outstanding 520 Additional Paid-In-Capital Accumulated Deficit (3,510)Total Stockholders equity(d
288、eficit)(2,990)TOTAL LIABILITIES AND STOCKHOLDERS EQUITY(DEFICIT)$121,469 The accompanying notes are an integral part of these audited financial statements.F-4 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/00016831682500
289、4339/sun_s1.htm41/63 SUNSTATEMENTS OF OPERATIONS For the periodfrom September5,2024 to October31,2024Revenue$17,475 Cost of revenue Gross Profit 17,475 Operating Expenses General and administrative expenses 20,985 Total Operating expenses (3,510)Income(Loss)before provision for income taxes (3,510)P
290、rovision for income taxes Net income(loss)$(3,510)Income(loss)per common share:Basic and diluted$(0.00)Weighted Average Number of Common Shares Outstanding:Basic and diluted 5,105,263 The accompanying notes are an integral part of these audited financial statements.F-5 2025/6/10 09:19sec.gov/Archive
291、s/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm42/63 SUNSTATEMENT OF STOCKHOLDERS EQUITY(DEFICIT)FOR THE PERIOD FROM SEPTEMBER 5,2024 TO OCTOBER 31,2024 Number ofCommonShares Amount AdditionalPaid-In-Capital AccumulatedDe
292、ficit Total Balance at September 5,2024$Shares issued at$0.0001 5,200,000 520 520 Net loss (3,510)(3,510)Balance as of October 31,2024 5,200,000$520$(3,510)$(2,990)The accompanying notes are an integral part of these audited financial statements.F-6 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845
293、/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm43/63 SUNSTATEMENTS OF CASH FLOWS For the periodfrom September5,2024 to October31,2024CASH FLOWS FROM OPERATING ACTIVITIES Net loss$(3,510)Adjustment as of non-cash items:Depreciation 336 Accoun
294、ts receivable (14,975)Short-term loans from shareholders 628 Accounts payable 20,000 Long-term loans from shareholders 53,831 Unearned revenue 50,000 Changes in operating assets and liabilities 109,820 Net cash provided by(used in)Operating activities 106,310 CASH FLOWS FROM INVESTING ACTIVITIES Pur
295、chase of non-current assets (16,830)Long-term investments (37,500)Note receivable (50,000)Net cash provided by Investing activities (104,330)CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of a common stock 520 Net cash provided by Financing activities 520 Increase(decrease)in cash and equiv
296、alents 2,500 Cash and equivalents at beginning of the period Cash and equivalents at end of the period$2,500 The accompanying notes are an integral part of these audited financial statements.F-7 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archiv
297、es/edgar/data/2070845/000168316825004339/sun_s1.htm44/63 SUNNOTES TO THE FINANCIAL STATEMENTSFOR THE PERIOD FROM SEPTEMBER 5,2024 TO OCTOBER 31,2024 NOTE 1 ORGANIZATION AND BUSINESS SUN,(the“Company”)is a corporation established under the corporation laws in the State of Wyoming on September 5,2024.
298、The Company has adopted January 31 fiscal year end.NOTE 2 GOING CONCERN The Companys financial statements as of October 31,2024 have been prepared using generally accepted accounting principles inthe United States of America applicable to a going concern,which contemplates the realization of assets
299、and liquidation ofliabilities in the normal course of business.The Company in its first quarter has not yet established an ongoing source of revenuessufficient to cover its operating costs and allow it to continue as a going concern.The Company has accumulated loss frominception(September 5,2024)to
300、October 31,2024 of$3,510.These factors among others raise substantial doubt about the abilityof the company to continue as a going concern for a reasonable period of time.In order to continue as a going concern,the Company will need,among other things,additional capital resources.Managementsplan is
301、to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient tomeet its minimal operating expenses and seeking third party equity and/or debt financing.However,management cannot provideany assurances that the Company will be successful in acco
302、mplishing any of its plans.These financial statements do not includeany adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might benecessary should the Company be unable to continue as a going concern.NOTE 3 SUMMARY OF SIGNIFI
303、CANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in theUnited States of America.New Accounting Pronouncements There were various accounting standards and interpretations issued recent
304、ly,none of which are expected to a have a materialimpact on our financial position,operations or cash flows.Cash and Cash Equivalents For purposes of the statement of cash flows,the Company considers all highly liquid instruments purchased with an originalmaturity of three months or less to be cash
305、equivalents.F-8 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm45/63 Stock-Based Compensation As of October 31,2024,the Company has issued two stock-based payments to its employees at the amo
306、unt of$20.Stock-based compensation is accounted for at fair value in accordance with ASC 718,when applicable.To date,the Company hasnot adopted a stock option plan and has not granted any stock options.Use of Estimates and Assumptions The preparation of financial statements in conformity with genera
307、lly accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses during the p
308、eriod.Actual results coulddiffer from those estimates.Due to the limited level of operations,the Company has not had to make material assumptions or estimates other than theassumption that the Company is a going concern.Fair Value of Financial Instruments ASC 825,“Disclosures about Fair Value of Fin
309、ancial Instruments”,requires disclosure of fair value information about financialinstruments.ASC 820,“Fair Value Measurements”defines fair value,establishes a framework for measuring fair value in generallyaccepted accounting principles,and expands disclosures about fair value measurements.Fair valu
310、e estimates discussed herein arebased upon certain market assumptions and pertinent information available to management as of October 31,2024.The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.These financialinstruments include cash,account
311、s payable and related party loan payable.Fair values were assumed to approximate carryingvalues for these financial instruments as either they do not have any active market or are short term in nature and therefore theircarrying amounts approximate fair value.Income Taxes Income taxes are provided i
312、n accordance with ASC No.740,Accounting for Income Taxes.A deferred tax asset or liability isrecorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.Deferred taxexpense(benefit)results from the net change during the year of deferred tax assets
313、 and liabilities.Deferred tax assets are reduced by a valuation allowance when,in the opinion of management,it is more likely than not that someportion of all of the deferred tax assets will be realized.Deferred tax assets and liabilities are adjusted for the effects of changes intax laws and rates
314、on the date of enactment.F-9 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm46/63 Revenue Recognition We adopted Accounting Standards Codification(“ASC”)Topic 606,“Revenue from Contracts with
315、 Customers”,and all relatedinterpretations for recognition of our revenue from tours and services.Previously we recorded revenue based on ASC Topic 605.Adoption of new accounting standard did not have any material impact on our reported revenue.Revenue is recognized when the following criteria are m
316、et:-Identification of the contract,or contracts,with customer;-Identification of the performance obligations in the contract;-Determination of the transaction price;-Allocation of the transaction price to the performance obligations in the contract;and-Recognition of revenue when,or as,we satisfy pe
317、rformance obligation.The Company has evaluated all the recent accounting pronouncements and determined that there are no other accountingpronouncements that will have a material effect on the Companys financial statements.Fixed Assets Fixed assets are stated at cost,net of accumulated depreciation a
318、nd accumulated impairment losses,if any.The cost comprisespurchase price,borrowing costs,if capitalization criteria are met and directly attributable cost of bringing the asset to its workingcondition for the intended use.Any subsidy/reimbursement/contribution received for installation and acquisiti
319、on of any fixed assetsis shown as deduction in the year of receipt.Capital work-in progress is stated at cost.Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from theexisting asset beyond its previously assessed standard o
320、f performance.All other expenses on existing fixed assets,including day-to-day repairs and maintenance expenditure and cost of replacing parts,are charged to the Statement of Profit and Loss for the periodduring which such expenses are incurred.Gains or losses arising from de-recognition of fixed as
321、sets are measured as the difference between the net disposal proceeds and thecarrying amount of the assets derecognized.The Company utilizes straight-line depreciation over the estimated useful life of the asset.Office Equipment 3 years Earnings per Share ASC No.260,“Earnings Per Share”,specifies th
322、e computation,presentation and disclosure requirements for earnings(loss)pershare for entities with publicly held common stock.The Company has adopted the provisions of ASC No.260.Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common sharesout
323、standing.Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.F-10 2025/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm47/63 NOTE 4
324、EQUIPMENT(NET)From inception(September 5,2024)to October 31,2024 company acquired equipment for$16,331.The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years.For the year ended October 31,2024 the company recorded$336 in depreciation expense.F
325、rom inception(September 5,2024)toOctober 31,2024 the company has recorded a total of$336 in depreciation expense.NOTE 5 INTANGIBLE ASSETS Company acquired intangibles as on September 24,2024 and consist of the companys trademark of$499.The Companys trademark is classified as an indefinite-lived inta
326、ngible asset because it is expected to generate economic benefitsindefinitely.The trademark is subject to renewal at regular intervals,and the Company has both the intent and ability to maintainand protect it indefinitely.As a result,the trademark is not amortized but is tested for impairment annual
327、ly in accordance with ASC350,Intangibles Goodwill and Other.During the reporting period,the Company performed a qualitative assessment and determined that no impairment indicators werepresent.Accordingly,no impairment charges related to the trademark were recognized.NOTE 6 CAPITAL STOCK The Company
328、has 75,000,000 shares of common stock authorized with a par value of$0.0001 per share.In September 2024,the Company issued 5,200,000 shares of its common stock at$0.001 per share for total proceeds of$520.As of October 31,2024,the Company had 5,200,000 shares issued and outstanding.NOTE 7 RELATED PA
329、RTY TRANSACTIONS In support of the Companys efforts and cash requirements,it may rely on advances from related parties until such time that theCompany can support its operations or attains adequate financing through sales of its equity or traditional debt financing.There isno formal written commitme
330、nt for continued support by officers,directors,or shareholders.Amounts represent advances oramounts paid in satisfaction of liabilities.Since inception(September 5,2024)through October 31,2024,the Companys sole officer and director loaned the Company$628a short-term loan to pay for the cost of regis
331、tering a company.This loan is unsecured,interest free and is fully payable by March 5,2025.As on October 31,2024,the Companys sole officer and director loaned the Company$53,831 a long-term loan to pay for theequipment and for purchasing the long-term investments.This loan is unsecured,interest free
332、 and fully payable by September 24,2027.NOTE 8 INCOME TAXES The reconciliation of income tax benefit at the U.S.statutory rate of 21%for the period ended October 31,2024 to the companyseffective tax rate is as follows:Tax benefit at U.S.statutory rate$(737)Change in valuation allowance 737$F-11 2025
333、/6/10 09:19sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htmhttps:/www.sec.gov/Archives/edgar/data/2070845/000168316825004339/sun_s1.htm48/63 The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at October 31,2024 areas follows:Deferred tax assets:Net operating loss$737Valuation allowance (737)$The Company has approximately$
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