Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to         

 

Commission File Number: 333-171891

 

Blue Sun Media, Inc.

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(Exact name of registrant as specified in its charter)

 

Nevada		27-3436055
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

9/F., Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong

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(Address of Principal Executive Offices)

 

(852) 3111-7718

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(Registrant’s telephone number, including area code)

 

Not Applicable

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(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  x No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of August 14, 2013, there were 10,200,000 shares of the issuer’s common stock issued and outstanding.

 

 

 

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TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets at June 30, 2013 (unaudited) and December 31, 2012	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 4.	Controls and Procedures.	11
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	13

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry

 

regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial

 

statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Blue Sun Media, Inc., a Nevada corporation.

 

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PART I-- FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Blue Sun Media, Inc.

(A Development Stage Company)

Balance Sheets

		June 30, 2013				December 31,
		Unaudited - $ -					2012 - $-
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	189			$	167
Total current assets			189				167
TOTAL ASSETS		$	189			$	167
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable & Accrued liabilities		$	1,700			$	578
Due to related party			9,464				-
Note payable			-				2,325
Total liabilities			11,164				2,903
STOCKHOLDERS’ DEFICIENCY
Capital Stock Authorized 20,000,000 preferred shares, $0.0001 par value None issued or outstanding. 500,000,000 common shares, $0.0001 par value Issued and outstanding shares: 10,200,000 at June 30, 2013 and December 31, 2012.		$	1,020			$	1,020
Additional paid-in capital			19,980				19,980
Deficit accumulated during the development stage			(31,975	)			(23,736	)
Total Stockholders’ Deficiency			(10,975	)			(2,736	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	189			$	167

 

– See Accompanying Notes –

 

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Statement of Operations

		Three months ended June 30, 2013 Unaudited - $ -				Three months ended June 30, 2012 Unaudited - $ -				Six months ended June 30,  2013 Unaudited - $ -				Six months ended June 30, 2012 Unaudited - $ -				From November 15, 2010 (Inception) to June 30, 2013 Unaudited - $ -
General and administrative expenses			1,740				1,378				3,239				1,494				14,911
Professional fees			1,500				600				5,000				890				16,999
Net loss			3,240				1,978				8,239				2,384				31,910
Basic and diluted loss per share			(0.00	)			(0.00	)			(0.00	)			(0.00	)			(0.00	)
Weighted average number of common shares outstanding			10,200,000				10,200,000				10,200,000				10,200,000				9,975,630

– See Accompanying Notes –

 

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Statement of Cash Flows

 

		Six months ended June 30, 2013 - $ -				Six months ended June 30, 2012 - $ -				From November 15, 2010 (Inception) to June 30, 2013 - $ -
Cash Flows From Operating Activities
Net loss			(8,239	)			(2,384	)			(31,975	)
Net change in non-cash working capital balances:
Increase (decrease) in Accounts payable and accrued liabilities			1,122				(3,852	)			1,700
Net cash used in operations			(7,117	)			(6,236	)			(30,275	)
Cash Flows From Financing Activities
Due to related party			9,464				-				9,464
Decrease in note payable			(2,325	)			-				-
Capital stock issued			-				-				21,000
Net cash provided by financing activities			7,139				-				30,464
Increase (Decrease) In Cash			22				(6,236	)			189
Cash, beginning			167				9,812				-
Cash, ending			189				3,576				189
Supplementary Cash Flow Information
Cash paid for:
Interest			-				-				-
Income taxes			-				-				-

– See Accompanying Notes –

 

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2013

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Blue Sun Media, Inc.,(the “Company”) is a development stage company, incorporated in the State of Nevada on November 15, 2010. The Company offers software solutions to help simplify the management and control of the under age 17 group that is using the online market and social network available to them over the Internet.

The Company’s management has chosen December 31st for its fiscal year end.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim financial information and in accordance with professional standards promulgated by the Public Company Accounting Oversight Board (PCAOB). They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the six months ended June 30, 2013, respectively along with the period November 15, 2010 (date of inception) to June 30, 2013.

Accounting Basis

The Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification (“ASC”) 915, Development Stage Entity. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Going Concern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $31,975 at June 30, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2013

Earnings (Loss) per Share

The Company adopted ASC 260, Earnings per Share. Basic earnings (loss) per shareware calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company adopted ASC 740, Income Taxes, at its inception. Under ASC 740,deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of June 30, 2013.

Advertising

The Company will expense advertising as incurred. The advertising since inception has been zero.

Use of Estimates

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

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

Property

The Company does not own any real estate or other properties. The Company’s office is located at 9/F, Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong.

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2013

Recently Issued Accounting Pronouncements

 

Recent pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

NOTE 3. INCOME TAXES

The Company provides for income taxes under ASC Topic 740, which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at June 30, 2013. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the period ended June 30, 2013, the Company recognized no interest and penalties.

The Company files U.S. federal tax returns and tax returns in various states. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The Company utilizes the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted.

As of June 30, 2013, the Company has $11,207 in gross deferred tax assets resulting from net operating loss carry-forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period November 15, 2010 (inception) to June 30, 2013. As of June 30, 2013, the Company has federal net operating loss carry forwards of approximately $28,735 available to offset future taxable income through 2030. Utilization of these net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership. The difference between the tax provision at the statutory federal income tax rate on June 30, 2013 and the tax provision attributable to loss before income taxes is as follows:

		For the period
		November 15, 2010
		(Date of Inception)
		through
		June 30, 2013
Statutory federal income taxes			34.0	%
State taxes, net of federal benefits			5.0	%
Valuation allowance			-39.0	%
Income tax rate			—

The Company has filed income tax returns since the date of inception.

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2013

NOTE 4. NOTES PAYABLE

In September 2012, the company issued a note payable in the amount of $1,500 to an unrelated party. In November 2012, the company issued a second note payable in the amount of $825 and to the same unrelated party. On February 14, 2013, the Company issued a note payable in the amount of $2,000 to the same unrelated party. On March 10, 2013, the Company issued a note payable of $4,000 to the same unrelated party. On June 17, 2013, the Company issued a note payable of $1,000 to the same unrelated party.

In June 2013, the company fully repaid the note payable in the amount of $9,325.

NOTE 5. STOCKHOLDERS’ EQUITY

Preferred Stock

As of June 30, 2013, the Company 20,000,000 shares of preferred stock authorized, with none issued nor outstanding.

Common Stock

On December 7, 2010, the Company issued 9,000,000 of its $0.0001 par value common stock for $9,000 cash. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

On May 18, 2011, the Company issued 1,200,000 common shares at $0.01 per share yielding net proceeds of $12,000.

As of June 30, 2013, there are 500,000,000 Common Shares at $0.0001 par value authorized with 10,200,000 issued and outstanding.

NOTE 6. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand.

NOTE 7. GOING CONCERN

As of June 30, 2013, the accompanying financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the period November 15, 2010 (date of inception) through June 30, 2013 the Company has had a net loss of $31,975 consisting of SEC audit and review fees, California state taxes, and incorporation fees for the Company to initiate its SEC reporting requirements.

As of June 30, 2013, the Company has not yet emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying audited financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

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Blue Sun Media, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2013

NOTE 8. CONCENTRATION OF RISKS

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured up to at least $250,000 per depositor.  The Company had no deposits in excess of insured amounts as of June 30, 2013.

NOTE 9. SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

 

 

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Overview

 

Blue Sun Media, Inc. is a development stage company and was incorporated in Nevada on November 15, 2010, Blue Sun intends to develop software and systems to create, solutions to help simplify the management and control of the under age 17 group that is using the online market and social network available to them over the Internet.

 

Results of Operations

 

The following discussion should be read in conjunction with the condensed financial statements and segment data and in conjunction with the Company’s S-1and amended S-1/A’s. Results or interim periods may not be indicative of results for the full year.

 

During the first quarter of the fiscal year 2013, the Company continued to conduct research on the market analysis. The Company commenced a product development as a proto-type. The Company also completed their financial projections for 2013 and 2014.

 

The Company did not generate any revenue during the six months ended June 30, 2013.

 

Total expenses the six (6) months ending June 30, 2013 were $8,239 resulting in an operating loss for the period of $8,239. Basic net loss per share amounting to ($0.00) for the six (6) months ending June 30, 2013.

 

General and Administrative expenses fees for the six (6) months ending June 30, 2013 were $3,239. Professional fees were $5,000 for accounting and legal services.

 

Total expenses for the six (6) months ended June 30, 2013 were $8,239 as compared to total expenses of $2,384 for the period ended June 30, 2012. The increase in expenses was due primarily to the audit expense and SEC and XBRL expenses in the quarter ended June 30, 2013.

 

Liquidity and Capital Resources

 

At June 30, 2013 we had working capital of (-$10,975) consisting of cash on hand of $189 and $11,164 in current liabilities as compared to working capital of (-$2,736) at December 31, 2012.

 

Net cash used in operating activities for the six months ended June 30, 2013 was $7,117 as compared to $6,236 for the six months ended June 30, 2013.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable to a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report On Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of June 30, 2013 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of June 30, 2013.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by September 30, 2013.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

31.1           Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 

31.2           Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

 

32.1           Section 1350 Certification of principal executive officer and principal financial and accounting officer

 

101*         Interactive Data Files of Financial Statements and Notes.

 

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

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SIGNATURES

 

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

 

Dated: August 14, 2013   Blue Sun Media, Inc .   BY: /s/ Vincent Loy Ghee Yaw Name: Vincent Loy Ghee Yaw Title: Chief Executive Officer, Director

 

 

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