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EX-32.1 - CERTIFICATION - Apple Green Holding, Inc.f10q0913ex32i_bluesunmedia.htm
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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 September 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.

(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

(Address of Principal Executive Offices)
 
(852) 3111-7718

(Registrant’s telephone number, including area code)
 
Not Applicable

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

 
 

 
 
TABLE OF CONTENTS

     
   
Page
No.
PART I – FINANCIAL INFORMATION
     
Item 1.
Financial Statements
 
 
Balance Sheets at September 30, 2013 (unaudited) and December 31, 2012
3
 
Statement of Operations
4
 
Statement 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 Form 10-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.

 
-2-

 

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Blue Sun Media, Inc.
(A Development Stage Company)
Balance Sheets

   
September 30,
       
   
2013
    December 31,  
   
Unaudited
$
   
2012
$
 
ASSETS
 
               
CURRENT ASSETS
             
Cash and cash equivalents
  $     $ 167  
Total current assets
          167  
                 
                 
TOTAL ASSETS
  $     $ 167  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
                 
CURRENT LIABILITIES
               
Accounts payable & Accrued liabilities
  $ 10,991     $ 578  
Due to related party
    9,275        
Notes Payable
          2,325  
Total liabilities
  $ 20,266     $ 2,903  
                 
                 
STOCKHOLDERS’ EQUITY
               
Capital Stock (Note 5)
               
Authorized:
               
20,000,000 preferred shares, $0.0001 par value,
500,000,000 common shares, $0.0001 par value.
               
Issued and outstanding shares:
               
0 preferred shares,
10,200,000 common shares at September 30, 2013 and December 31, 2012.
  $ 1,020     $ 1,020  
Additional paid-in capital
    19,980       19,980  
Deficit accumulated during the development stage
    (41,266 )     (23,736 )
Total Stockholders’ Equity
    (20,266     (2,736
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $     $ 167  

The accompanying notes are an integral part of these financial statements.

 
-3-

 
 
Blue Sun Media, Inc.
(A Development Stage Company)
Statement of Operations

                           
For the Period
 
                           
from Inception
 
   
Three
Months
   
Three
Months
   
Nine
Months
   
Nine
Months
   
November 15,
2010
 
   
Ended
   
Ended
   
Ended
   
Ended
   
to
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2013
Unaudited
$
   
2012
Unaudited
$
   
2013
Unaudited
$
   
2012
Unaudited
$
   
2013
Unaudited
$
 
                               
REVENUES
  $     $     $     $     $  
                                         
EXPENSES
                                       
General & Administrative
  $ 1,520     $ 2,757     $ 4,824     $ 4,250     $ 16,561  
Professional Fees
    7,706       600       12,706       1,491       24,705  
      9,226       3,357       17,530       5,741       41,266  
                                         
Loss Before Income Taxes
  $ (9,226 )   $ (3,357 )   $ (17,530 )   $ (5,741 )   $ (41,266 )
                                         
Provision for Income Taxes
                             
                                         
Net Loss
  $ (9,226 )   $ (3,357 )   $ (17,530 )   $ (5,741 )   $ (41,266 )
                                         
PER SHARE DATA:
                                       
                                         
Basic and diluted loss per common share
                             
                                         
Basic and diluted weighted Average Common shares outstanding
    10,200,000       10,200,000       10,200,000       10,200,000       9,995,402  

The accompanying notes are an integral part of these financial statements.

 
-4-

 
 
Blue Sun Media, Inc.
(A Development Stage Company)
Statement of Cash Flows

               
For the Period
 
   
Nine
   
Nine
   
from November 15, 2010
 
   
Months
   
Months
   
(Inception)
 
   
Ended
   
Ended
   
to
 
   
September 30,
   
September 30,
   
September 30,
 
    2013     2012     2013  
    $     $     $  
OPERATING ACTIVITIES
                       
                         
Net Loss
  $ (17,530 )   $ (5,741 )   $ (41,266 )
                         
Changes in Operating Assets and Liabilities:
                       
Increase (decrease) in accounts payable and accrued liabilities
    10,413       (3,852 )     10,991  
Net cash used in operating activities
    (7,117 )     (9,593 )     (30,275 )
                         
FINANCING ACTIVITIES
                       
                         
Due to related party
    9,275             9,275  
Notes Payable
    (2,325     1,500        
Common stock issued for cash
                21,000  
Net cash provided by financing activities
    6,950       1,500       30,275  
                         
DECREASE IN CASH AND CASH EQUIVALENTS
    (167 )     (8,093      
                         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    167       9,812        
                         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $     $ 1,719     $  
                         
Supplemental Cash Flow Disclosures:
                       
                         
Cash paid for:
                       
Interest expense
  $     $     $  
Income taxes
  $     $     $  

The accompanying notes are an integral part of these financial statements.

 
-5-

 
 
Blue Sun Media, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
September 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 nine months ended September 30, 2013, respectively along with the period November 15, 2010 (date of inception) to September 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 $41,266 at September 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.

Earnings (Loss) per Share

The Company adopted ASC 260, Earnings per Share. Basic earnings (loss) per share are 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.
 
 
-6-

 
 
Blue Sun Media, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
September 30, 2013

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 carryforwards, 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 September 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.

Recently Issued Accounting Pronouncements

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

 
-7-

 

Blue Sun Media, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
September 30, 2013

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 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 September 30, 2013, the Company has $16,094 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 September 30, 2013. As of September 30, 2013, the Company has federal net operating loss carry forwards of approximately $41,266 available to offset future taxable income through 2030. The difference between the tax provision at the statutory federal income tax rate on September 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
 
   
September 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.

 
-8-

 
 
Blue Sun Media, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
September 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 $9,390.

NOTE 5. STOCKHOLDERS’ EQUITY

Preferred Stock

As of September 30, 2013, the Company has 20,000,000 preferred shares authorized, however none are 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 September 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 September 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 September 30, 2013 the Company has had a net loss of $41,266 consisting of SEC audit and review fees, Nevada state taxes, and incorporation fees for the Company to initiate its SEC reporting requirements.

As of September 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.

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 September 30, 2013.
 
 
-9-

 

Blue Sun Media, Inc.
(A Development Stage Company)
Notes to Interim Financial Statements
September 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.

 
-10-

 
 
ITEM 2. MANAGEMENT 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-1 and amended S-1/A’s. Results or interim periods may not be indicative of results for the full year.

During the third 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 nine months ended September 30, 2013.

Total expenses for the three(3) months ending September 30, 2013 were $9,226 resulting in an operating loss for the period of $9,226 as compared to total expenses of $3,357 for the period ended September 30, 2012. The increase in expenses was due primarily to an increase professional fee in the quarter ended September 30, 2013. Basic net loss per share amounting to $.0001 for the three(3) months ending September 30, 2013.  General and Administrative expenses fees for the three (3) months ending September 30, 2013 were $1,520.  Professional fees were $7,706 for accounting and legal services.

Total expenses for the nine (9) months ended September 30, 2013 were $17,530 resulting in an operating loss for the period of $17,530 as compared to total expenses of $5,741 for the period ended September 30, 2012. The increase in expenses was due primarily to an inecrease professional fees in the quarter ended September 30, 2013.

Liquidity and Capital Resources

At September 30, 2013 we had working capital of (-$20,266) consisting of $20,266 in current liabilities as compared to working capital of (-$2,736) at December 31, 2012.

Net cash used in operating activities for the nine months ended September 30, 2013 was $7,117 as compared to $9,593 for the nine month period ending September 30, 2012.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements.
 
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:

 
-11-

 

 
·
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.

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 September 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 September 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 December 31, 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.
 
 
Blue Sun Media, Inc.

BY: /s/ Vincent Loy Ghee Yaw
Name: Vincent Loy Ghee Yaw
Title: Chief Executive Officer, Director

Dated: November 14, 2013
 

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