10-K 1 bhnn0407201510k.htm YEAR END REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

| | TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from _________________ to __________________

Commission File Number 333-134991

_______________________________________________

BAOSHINN CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________________


Nevada		20-3486523
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Unit 1010 Miramar Tower, 132 Nathan Road,
Tsimshatsui, Kowloon, Hong Kong		N/A
(Address of principal executive offices)		(zip code)
Registrant‘s telephone number, including area code: (852) 5984 7571

_____________________________________________

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.0001 par value per share

(Title of Class)

Indicate by check mark if registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. | | Yes | X | No.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. | | Yes | X | No.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. | X | Yes | | No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to Form 10-K. | |

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. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [ X ]

(Do not check if a smaller reporting company)

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). | | Yes | X | No.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second quarter. Note: If determining whether a particular person or entity is an affiliate cannot be made without involving an unreasonable effort and expense, the aggregate market value of the common equity held by non-affiliates may be calculated on the basis of reasonable assumptions, if the assumptions are set forth in this form.

The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates computed by reference to the price at which the common stock was sold as of June 30, 2014 was approximately $5,640,252.

-1-

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes | | No. | |

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

18,585,003 common shares issued and outstanding as of December 31, 2014

DOCUMENTS INCORPORATED BY REFERENCE:

None.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Baoshinn Corporation (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

TABLE OF CONTENTS



PART I		Page
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	17
	Report of Independent Registered Public Accounting Firm	17
	Consolidated Balance Sheet	18
	Consolidated Statement of Income	19
	Consolidated Statement of Cash Flows	20
	Consolidated Statements of Stockholders’ Equity and Comprehensive Income	21
	Notes to Consolidated Financial Statements	22
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosures	42
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	43

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence	48
Item 14.	Principal Accounting Fees and Services	48
Item 15.	Exhibits, Financial Statement Schedules	49
	Signatures	50

PART I

ITEM 1. BUSINESS.

Background

Baoshinn Corporation (“The Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc. The Company merged with Baoshinn International Express, Inc. (“BSIE”) on March 31, 2006, by acquiring all of the issued and outstanding common stock of BSIE in a share exchange transaction. We issued 16,500,000 shares of our common stock in exchange for 100% of the issued and outstanding shares of BSIE common stock.

The transaction was accounted for as a recapitalization of BSIE whereby BSIE is deemed to be the accounting acquirer and is deemed to have adopted our capital structure.

Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $.0001 per share, issued and outstanding immediately prior to that date (the “Old Common Stock”) were automatically and without any action on the part of the shareholders, reclassified and changed into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”) with a par value $.0001 per share.

On March 4, 2013 Baoshinn Corporation (“Baoshinn”) acquired all the outstanding stock of Olive Oils Direct International Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Baoshinn shareholders (the “Baoshinn Selling Shareholders”) transferred 1,485,000 shares of the common stock of Baoshinn (the “Baoshinn Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to Baoshinn, and they paid $100,000.00 in cash to the Baoshinn Selling Shareholders. In addition, immediately prior to the closing of the acquisition, Baoshinn spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI is now a wholly-owned subsidiary of Baoshinn.

The transaction was accounted for as a “reverse merger”, since the original stockholders of the OODI own a majority of the outstanding shares of Baoshinn stock immediately following the completion of the transaction on March 4, 2013. OODI was the legal acquiree but deemed to be the accounting acquirer, Baoshinn was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (OODI). Historical stockholders’ equity of the acquirer prior to the merger was acquirer’s stockholders’ equity. Operations prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities of the Company and its subsidiaries, the operations and cash flow of the Company and its subsidiaries.

OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. Those products shall include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to December 31, 2014.

On April 23, 2013 Baoshinn incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited.

On April 1, 2013, the Board of Directors resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.

On November 15, 2013 we forfeited and canceled 3,365,000 shares common stock which was subscribed by four (4) shareholders on May 31, 2013. However, they did not fulfill their payment obligation on the shares that were valued at $16,825 according to the subscription term. The Company forfeited and canceled such 3,365,000 common shares.

Syndicore Asia Limited – Professional Sports Video Syndication

Syndicore Asia Limited (“SAL”) is a wholly owned subsidiary of the Company formed under the laws of Hong Kong. SAL is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. SAL will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, SAL plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

On December 15, 2013, SAL entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.

On January 20, 2014, SAL entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

SAL will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable in the area. This is a new and exciting market, and offers exciting opportunities for expansion and growth. SAL will also be the exclusive Asian partner and distributor for SendtoNews. There is no assurance, however, that SAL will be successful in its efforts.

SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with some highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we plan to create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a news industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.

•

Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. (Go-Globe.com)

•

The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically China.

•

In 2013, China accounted for nearly 4 in every 10 digital ad dollars spent in the Asia-Pacific region. (Infographic)

•

China is estimated to reach 33% of the world’s total ad spending by 2017. (Infographic)

Online Video Overview for 2013:

•

Watching online videos is now a mainstream activity. 78% of people watch online videos at least once a week and 55% watch online videos everyday

•

Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website (Econsultancy)

•

80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad (Online Publishers Association)

•

Video promotion is over 6 times more effective than print and online (b2bmarketing.net)

•

Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words

•

81% of senior marketing executives now use online video content in their marketing programs, up from 70% in 2011 (MarketingProfs)

•

Cisco expects video to account for 57% of consumer internet traffic by 2015, nearly four times as much as regular web browsing and email

•

90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text (3M Corporation & Zabisco)

Management believes that SAL’s customers will be willing to pay a “premium CPM” because:

•

The ability to sponsor exclusive, highly sought-after short form sports video content

•

Deep, creative advertising opportunities – other than rudimentary logo/banner overlays and pre-roll

•

Premium positioning

•

Unprecedented transparency and near real-time performance metrics to evaluate their investment

•

Securing sponsorships with sports related enterprises

•

Stronger control over distribution to help target intended audience.

•

SAL currently have a mobile app in development and hope to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for sporting events that have no rights holders but are of local interest. The market potential for mobile apps is increasing. For example, currently 30% of South China Morning Post’s traffic comes from smart phones and expecting that number to reach 40% in 2014. (www.inma.org).

•

In addition, we also hope to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, and premium direct content sales. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, targeted ad campaigns, items or ideas promotions. These online applications allow the SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.

•

Other segments of the market are also benefiting. The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson &Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management – when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during FDA inspection.

Subsequently, on January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

Syndicore Asia Limited will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable. This is a new and exciting market, and offers unparalleled opportunities for expansion and rapid growth. Syndicore Asia Limited will also be the exclusive Asian partner and distributor for SendtoNews.

SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with the same highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.

•

Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. (Go-Globe.com)

‧

The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically China.

‧

In 2013, China accounted for nearly 4 in every 10 digital ad dollars spent in the Asia-Pacific region. (Infographic)

‧

China is estimated to reach 33% of the world’s total ad spending by 2017. (Infographic)

Online Video Overview for 2013:

•

Watching online videos is now a mainstream activity. 78% of people watch online videos at least once a week and 55% watch online videos everyday

•

Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website (Econsultancy)

•

80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad (Online Publishers Association)

•

Video promotion is over 6 times more effective than print and online (b2bmarketing.net)

•

Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words

•

81% of senior marketing executives now use online video content in their marketing programs, up from 70% in 2011 (MarketingProfs)

•

Cisco expects video to account for 57% of consumer internet traffic by 2015, nearly four times as much as regular web browsing and email

•

90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text (3M Corporation & Zabisco)

SAL’s customers are willing to pay a “premium CPM” because:

•

The ability to sponsor exclusive, highly sought-after short form sports video content

•

Deep, creative advertising opportunities – other than rudimentary logo/banner overlays and pre-roll

•

Premium positioning

•

Unprecedented transparency and near real-time performance metrics to evaluate their investment

•

Securing sponsorships with sports related enterprises

•

Stronger control over distribution to help target intended audience.

SAL currently has a mobile app in development and hopes to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for sporting events that have no rights holders but are of local interest. The market potential for mobile apps is increasing. For example, currently 30% of South China Morning Post’s traffic comes from Smartphones and it is expected that that number will reach 40% in 2014. (www.inma.org).

In addition, we also plan to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, and premium direct content sales. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, and targeted ad campaigns. Items or ideas promotions allow SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.

Other segments of the market are also benefiting. The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson & Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management – when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during an FDA inspection.

Syndicore Asia Limited is a wholly-owned subsidiary of the Company. Syndicore Asia Limited is also in the startup phase and is in the process of entering into arrangements and agreements to implement the current business plan. Syndicore Asia Limited is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

Syndicore Asia Limited is devoting its resources to establishing the new business, and its planned operations have not yet commenced. Accordingly, no revenues have been earned during the period from its inception on April 23, 2013 to December 31, 2014.

Green Standard Technologies, Inc. – Service Provider to the Cannabis Industry

On August 1, 2014 Baoshinn Corporation formed Green Standard Technologies, Inc., (“GST”) as a wholly owned incorporated under the laws of the state of Nevada. The Company’s second line of business is carried on by this subsidiary.

GST is in the medical and recreation marijuana industry, and the establishment of a website will be used to further its business by providing customers with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.

On October 29, 2014, GST entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions according to

a mutually agreed upon set of features and milestones for a minimum cost of $150,000; however, the cost could potentially be higher depending on the finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.

GST is developing software and support solutions for the cannabis industry. The new business model will consist of a website [www.greenNVY.com] and business management software available to cannabis retailers in those states where the sale of cannabis is legal, either for medical purposes or for recreational purposes. The website will provide a platform for cannabis retailers to interface with retail customers. It will also allow for the creation of an online community for retailers and the consumer. The website will feature a clean, uncluttered and professional interface where the consumers can explore menus while researching strains of cannabis and pricing of cannabis from multiple sources. The website will allow consumers to get discounts and coupons, which will encourage them to try new stores. It will contain a geographical target map of the closest cannabis retail locations with a full profile of each retail outlet. In addition, it will contain a social platform which will allow consumers to chat with each other and read and post reviews within the community. In addition, it will create menu searches that can help the consumer quickly locate their favorite type or brand of cannabis products and services.

For a retailer the website will provide a cloud based business management system that centralizes and automates every aspect of running their business. It will provide encrypted communications through GST’s proprietary whisper email and instant messaging platform. It will also provide advertising opportunities in order to allow the retailer to develop new customers. The software will also provide the retailer with global applications which outline menu and review information for each retail location. It will provide mobile coupons through proximity marketing, email and text messages. In addition, it will administer customer loyalty programs and customer porting features that include consumers past orders. For the retailers business, it will offer employee management and human resources applications, payroll management, and employee scheduling. It will also offer retailers payment processing, integration and inventory management. The software will also provide the retailer with a sophisticated level of reporting of all the activity in the store, sales reporting by hour, day, etc., and reports of the best selling products broken down by category, average sale total and spot trends.

At the current time, 23 states have legalized the medicinal use of marijuana and another 10 states are currently considering legalization. In addition, 4 states have made recreational use of cannabis legal, and there are several other states considering legalization of recreational use.

Revenues will be generated from retailers based on monthly subscriptions to the management software and placement on the website. The fees will depend upon what types of features, functionality, marketing, advertising and exposure retailers with to have. In addition, GST will generate revenues from banner and text messages, blast advertising, and proximity marketing of email newsletter ads.

GST is currently in the startup stage and has no earnings to date. Once it becomes fully operational its business will be strictly to provide products and services to the cannabis industry. GST will not be involved in the purchase or sale of cannabis products.

Management’s plans to support GST’s operations by raising funds through the sale of the Company’s securities and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from the sale of securities, we will have to find alternative sources, such as loans from our officers, directors or others. If we can’t raise enough cash, we will either have to suspend operations until the cash is raised, or cease business entirely.

ITEM 1A. RISK FACTORS.

Not Applicable as a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES.

We do not own any real property for use in our operations or otherwise. We do not need to rent office space after the spinoff of BSIE.

ITEM 3. LEGAL PROCEEDINGS.

We may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT‘S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

MARKET INFORMATION. Our common shares are quoted for trading on the OTC Bulletin Board under the symbol “BHNN”. The closing price of our common stock, as reported by the NASDAQ.com on December 31, 2014, was $0.35.




National Association of Securities Dealers OTC Bulletin Board*
Quarter End	High	Low
March 31, 2010	.02	.02
June 30, 2010	.021	.021
September 30, 2010	.022	.022
December 31, 2010	.045	.045
March 31, 2011	.025	.02
June 30, 2011	.02	.02
September 30, 2011	.02	.02
December 31, 2011	.02	.02
March 31, 2012	.02	.02
June 30, 2012	.02	.02
September 30, 2012	.02	.02
December 31, 2012	.02	.02
March 31, 2013	.02	.02
June 30, 2013	.02	.02
September 30, 2013	1.00	.02
December 31, 2013	.85	.40
March 31, 2014	1.04	.72
June 30, 2014	.85	.70
September 30, 2014	.89	.55
December 31, 2014	.61	.25

*Over-the-counter market quotations reflects high and low bid quotations and inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our transfer agent and registrar for our common stock is Madison Stock Transfer Inc. Their address is PO Box 145, Brooklyn, New York, USA 11229-0145. Their telephone number is (718) 627-4453. Their fax number is (718) 627-6341.

(b)

HOLDERS. As of December 31, 2014, we had approximately 29 shareholders of record who held 18,585,003 shares of the Company‘s common stock. This number of shareholders does not include shareholders whose shares are held in street or nominee names. We believe that as of December 31, 2014, there are approximately 50 beneficial owners of our Common Stock, when these shareholders are considered.

(c)

DIVDEND POLICY. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.

(d)

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

Plan Category

Number of Securities to

Be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

Weighted-Average Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column)

Equity compensation plans approved by security holders

None

Nil

(e)

RECENT SALE OF UNREGISTERED SECURITIES.

On July 8, 2014 the Registrant completed an offering of 300,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $150,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On October 29, and November 3, 2014 the Registrant completed an offering of 160,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $80,000. These units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On December 8, 2014 the Registrant completed an offering of 100,000 shares of its common stock. These shares were sold to one shareholder for a total consideration of $30,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales.

All sales were made outside of the United States. Securities issued by the Company in these transactions are deemed “restricted securities” within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the “private placement” exemption under Section 4(2) of the Securities Act. These transactions did not involve any public offering of securities. The Investor who purchased securities in the private placement had access to information about the Registrant which was necessary to allow it to make an informed investment decision. The Registrant has been informed that the shareholder is able to bear the economic risk of his investment and it is aware that the securities are not registered under the Securities Act. The purchaser of the securities has been notified that the securities cannot be re-offered or re-sold unless the securities are registered or are qualified for sale pursuant to an exemption from registration. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising.

All purchasers represented in writing that it acquired the securities for its own accounts and not with a view to or for resale in connection with any distribution. A legend will be placed on each of the stock certificates stating that the securities are restricted, they have not been registered under the Securities Act and they cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This discussion and analysis of our financial condition and results of operations includes “forward-looking” statements that reflect our current views with respect to future events and financial performance. We use words such as “expect,” “anticipate,” “believe,” and “intend” and similar expressions to identify forward-looking statements. You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Reference in the following discussion to “our”, “us” and “we” refer to the operations of Baoshinn Corporation and its subsidiaries (“We”), except where the context otherwise indicates or requires.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in this annual report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

Current Operating

In the twelve (12) months ended December 31, 2014, we derived no revenues from our current business operations.

Olive Oil Direct International, Inc.

On March 4, 2013 Baoshinn Corporation (“Baoshinn”) acquired all the outstanding stock of Olive Oils Direct International, Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Baoshinn shareholders (the “Baoshinn Selling Shareholders”) transferred 1,485,000 shares of the common stock of Baoshinn (the “Baoshinn Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to Baoshinn, and they paid $100,000.00 in cash to the Baoshinn Selling Shareholders. Immediately prior to the closing of the acquisition, Baoshinn spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI became a wholly-owned subsidiary of Baoshinn, however, subsequently on March 31, 2015 OODI was sold to a third party.

Results of Operations for the Twelve Months Ended December 31, 2014 as Compared to the Twelve Months Ended December 31, 2013

On March 31, 2013, the Company spun off the prior operating company, merged with a new operating company, and set up another subsidiary. BSIE is no longer applicable to the Company’s current operation. Accordingly, BSIE revenues were excluded from the Company’s current operations.

The following table sets forth a summary of our consolidated statements of operations for the periods indicated:


	*Twelve months Ended* *December 31, 2014*	*Twelve months Ended* *December 31, 2013*
	$	$
Revenue	$0	$0

Administrative and other operating expenses	(364,830)	(240,758)

Income/(Loss) from operations	(364,830)	(240,758)
Other non-operating income	131	-
Interest expenses	-	(15)

Income/(Loss) before income taxes	(364,699)	(240,773)
Income taxes	-	-

Net Income/(Loss)	(364,699)	(240,773)
Non-controlling interest	-	-

Net Income/(Loss) attributable to The Group	(364,699)	(240,773)

Revenues

Revenues Composition and Sources of Revenue Growth

In the twelve months ended December 31, 2014 and 2013, we derived no revenues from our current business operations due to the exclusion of the operations of BSIE.

We anticipate that we will generate revenue from website business, although there is no assurance that this will occur, and we have not started to receive revenues yet from that business.

Retail and Corporate Revenue

On March 4, 2013, the Company spun off the prior operating company, merged with a new operating company, and set up another subsidiary. Revenues were zero for both of the period ending December 31, 2013 and for the period ending December 31, 2014. In the future, the Company’s revenues, if any, will be generated from its web operations and the Company will no longer provide travel services.

Cost of Sales and Gross Profit

We do not have revenue, cost of sales and gross profit for the current period.

Decrease in Cost of Sales

Our cost of sales remained the same at 0% for the twelve months ended December 31, 2013 as compared to 0% for the twelve months ended December 31, 2014. This was due to the fact that current operations have not yet started.

Decrease in Gross Profit Margin

Our gross profit margin rate remained the same at 0% for the twelve months ended December 31, 2014 as compared to 0% for the twelve months ended December 31, 2013. This was due to the fact that current operations have not yet started.

Operating Expenses

Overview

Total operating expenses for the twelve months ended December 31, 2014 were $364,830, while the operating expenses for twelve months ended December 31, 2013 were $240,758. The expenses increased due to the development of a new business venture which is totally different from the prior BSIE operations.

The table below sets forth the main category of expenses both in dollar amount and as a percentage of total revenue with the periods indicated,


	Twelve months ended December 31, 2014	% of Revenue	Twelve months ended December 31, 2013	% of Revenue
Salaries, commission, allowance	$0	0%	$0	0%
Legal & Professional fees	60,081	16.5%	46,985	19.5%
Office Rental	0	0%	0	0%
Other operating expenses	304.749	83.5%	193,773	80.5%
	$364,830	100%	$240,758	100%

Salaries, Commissions and Allowances

Salaries, Commissions and Allowances were $0 for the twelve months ended December 31, 2013, and they were $0 for the twelve months ended December 31, 2014. This was due to the fact that there was no salaries paid in the current period.

Legal and Professional Fees

Legal and professional fees for the twelve months ended December 31, 2013 were $46,985, while the legal and professional fees for twelve months ended December 31, 2014 were $60,081. Legal and professional fees in the year ended in 2014 were higher as compared to the year ended in 2013 due to the fact that BSIE’s expenses were not included and due to our legal and professional expenses incurred as a result of this on the SEC filings for the relevant period after the spinoff of BSIE.

Office Rental

Office rental for the twelve months ended December 31, 2013 was $0 and the office rental for the twelve months ended December 31, 2014 was zero. This is due to the fact that we did not begin our operations during this period.

Other General and Administration Expenses

Other expenses for the twelve months ended December 31, 2013 were $193,773, while the other expenses for the twelve months ended December 31, 2014 were $304,749 with no revenue earned during this period in the current operation. The increase in expenses was due to the increase in service fee expenses incurred on the web business venture.

Other Operating Income

Income

Income for the twelve months ended December 31, 2014 and 2013 was zero.

In 2014, we had no income because our new operations had not commenced.

Management Service Income

We have no service income in 2014 after the spinoff of BSIE, because we no longer earn such income.

Refund Write Back

There was no refund write back for the years ended December 31, 2014 and 2013.

Exchange Gain

The exchange gain was $0 for the twelve months ended December 31, 2014 as compared to $0 in the twelve months ended December 31, 2013.

Interest Income

Interest income was zero for the twelve months ended December 31, 2014, as compared to $0 for the twelve months ended December 31, 2013. On March 4, 2013, the Company spun off BSIE and as a result no interest income was down earned during the period.

Net Income/Loss

Our net loss was $364,699 for the twelve months ended December 31, 2014, as compared to a net loss of $240,773 for the twelve months ended December 31, 2013. The increase was due to the fact that no revenue was generated during this period to offset the expenses while 2013 was the early stage of development and not many expenses were incurred.

Liquidity and Capital Resources

Operating Activities Going Concern

We had a net loss of $364,699 for the twelve months ended December 31, 2014 and a net loss since inception of $1,367,154. The 2014 loss was generated as a result of paying all necessary administrative expenses while the 2013 loss was generated as a result of the BSIE spin off being treated as a disposal of a subsidiary and a capital loss as well as the associated administrative expenses. On December 31, 2014 we had cash on hand of $2,034. The accumulative loss has raised substantial doubt about our ability to continue as a going concern. These doubts were outlined in Note 3 to our independent auditor’s report on our Consolidated Financial Statements for the year ended December 31, 2014. Although our Consolidated Financial Statements raise substantial doubt about our ability to continue as a going concern, they did not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event we cannot continue as a going concern. Certain of our shareholders have verbally agreed to provide financial support to us for losses we may incur in the future.

Liquidity

The following table sets forth the summary of our cash flows for the periods indicated:


	*For Twelve Months* *Ended* *Dec 31, 2014*			*For Twelve Months* *Ended* *Dec 31, 2013*
		*(audited)*	*(audited)*
		$	$
Net cash flows generated from/( used in) operating activities		(232,484)	(98,288)

Net cash flows (used in)/provided by investing activities		0	(0)

Net cash flows provided by/(used in) financing activities		228,238	104,504



Net increase/(decrease) in cash and cash equivalents	(4,246)	6,216
Effect of foreign currency translation	-	0
Cash and cash equivalents – beginning of year	6,280	64

Cash and cash equivalents – end of period	2,034	6,280

Operating Activities

Net cash used in operating activities was $98,288 for the twelve months ended December 31, 2013 as compared to net cash used by operating activities of $232,484 for the twelve months ended December 31, 2014. The increase in cash used during the twelve months ended December 31, 2014 is mainly due to the fact that we had no revenue stream after the spinoff of BSIE.

Investing Activities

Net cash used in investing activities was $0 for the twelve months ended December 31, 2013 as compared to net cash used in investing activities of $0 for the twelve months ended December 31, 2014. No cash was used in investing activities after the spinoff of BSIE, and the new operation did not generate cash to invest.

Financing Activities

For the twelve months ended December 31, 2013 and 2014, there were no external financing activities except for the gross proceeds of $58,176 and $260,000 received from the sale of 11,635,003 and 560,000 shares of common stock, respectively. From time to time, related parties of the Company finance the working capital requirements for operations on a temporary basis. This financing is provided in the form of temporary loans to the Company.

The net cash generated from a related party’s loan was $31,762 for the twelve months ended December 31, 2014. These funds were used to help bridge the working capital gap, as compared to the repayment of loans of $46,328 from related parties during the twelve months ended December 31, 2013. The increase in borrowing from related parties is due to the need for cash to operate and build up our new business.

The amounts due to related parties are interest-free loans. These loans are unsecured and have no fixed repayment terms.

SUBSEQUENT EVENTS

Subsequently, on January 13, 2015 the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per share. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales.

On March 31, 2015, the Company sold its subsidiary OODI to Jet Express Trading Limited, a Hong Kong registered company for $1,000.

Off-balance Sheet Arrangements

The Company does not have off-balance sheet arrangements as of December 31, 2014.

Tabular Disclosure of Contractual Obligations

The Company’s had no known contractual obligations as of December 31, 2014.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Baoshinn Corporation

Consolidated Financial Statements

For the Year Ended December 31, 2014 and 2013

(Stated in US Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Baoshinn Corporation,

We have audited the accompanying consolidated balance sheet of Baoshinn Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2014 and December 31, 2013 and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for the years and period ended December 31, 2014, 2013 and from April 15, 2011 (inception) through December 31, 2014. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group and its subsidiaries as of December 31, 2014 and December 31, 2013 and the consolidated results of their operations and their cash flows for the years and period ended December 31, 2014, 2013 and from April 15, 2011 (inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Group has suffered losses from operations and has significant accumulated losses. In addition, the Group experienced negative cash flows from operations. These factors raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/

AWC (CPA) Limited

Certified Public Accountants

Hong Kong, SAR

March 31, 2015

BAOSHINN CORPORATION

CONSOLIDATED BALANCE SHEET

(Stated in US Dollars)


	*As At December 31,*
	*2014*	*2013*
	$	$
ASSETS
Current Assets
Cash and cash equivalents	2,034	6,280
Accounts receivable	-	-
Deferred cost – Note 13	-	-
Restricted cash	-	-
Deposits, prepaid expenses and other receivables – Note 9	-	-
Amount due from related party – Note 12	-	-
Income tax prepaid	-	-
Total Current Assets	2,034	6,280
Plant and equipment – Note 10	-	-
TOTAL ASSETS	2,034	6,280

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current Liabilities
Accounts payable	-	1,904
Deferred revenue – Note 13	-	-
Other payables and accrued liabilities – Note 11	198,895	64,776
Income tax payable	-	-
Due to related party	14,566	46,328
Total current liabilities	213,461	113,008

TOTAL LIABILITIES	213,461	113,008
COMMITMENTS AND CONTINGENCIES – Note 18

STOCKHOLDERS’ EQUITY
Common stock
Par value : 2014 - US$.0001 (2013: US$.0001)
Authorized: 2012 – 300,000,000 common shares, 100,000,000 preferred shares (2012: 300,000,000 common shares, 100,000,000 preferred shares)
Issued and outstanding: 2014 – 18,585,003 shares (2013:18,025,003)	1,859	1,803
Additional paid-in capital	1,153,868	893,924
Accumulated other comprehensive income	-	-
Accumulated deficit	(1,367,154)	(1,002,455)

TOTAL STOCKHOLDERS’ EQUITY OF THE GROUP	(211,427)	(106,728)
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	-	-
ATTRIBUTBLE TO THE GROUP	(211,427)	(106,728)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	2,034	6,280

See notes to consolidated financial statement.

BAOSHINN CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Stated in US Dollars)


	*For Year Ended* *Dec. 31, 2014*	*For Year Ended* *Dec. 31, 2013*	*April 15, 2011 (inception)* *Through* *Dec. 31, 2014*
	$	$	$

Retail and Corporate revenue commission from	-	-	-
travel booking services	-	-	-
Incentive commissions	-	-	-

Net sales	-	-	-
Cost of sales	-	-	-

Gross profit	-	-	-
Other operating income – Note 5	-	-	-
Depreciation	-	-	-
Administrative and other operating expenses	(364,830)	(240,758)	(605,924)

(Loss)/income from operations	(364,830)	(240,758)	(605,924)
Other non-operating income - Note 6	130	-	131
Interest expenses – Note 7	-	(15)	(15)

(Loss)/income before income taxes	(364,699)	(240,773)	(605,808)
Income taxes - Note 8	-	-	-

Net (loss)/income	(364,699)	240,773	(605,808)
Non-controlling interest	-	-	-

Net (loss)/income attributable to the Company	(364,699)	(240,773)	(605,808)

(Loss)/earnings per share of common stock, basic and diluted – Note 4	(2.00 cents)	(1.99 cents)	(5.16 cents)

Weighted average number of common stock, basic and diluted – Note 4	18,221,932	12,118,233	11,738,345

See notes to consolidated financial statements

BAOSHINN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Stated in US Dollars)


	*For Year Ended* *Dec 31, 2014*	*For Year* *Ended* *Dec 31, 2013*	*April 15, 2011* *(inception)* *Through* *Dec. 31, 2014*
	$	$	$
Cash flows from operating activities
Net (loss)/income	(364,699)	(240,773)	(605,808)
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation	-	-	-
Re-organization (reverse merger and spin-off)	-	(9,195)	(9,195)
Stock based compensation	-	85,000	85,000
Non-controlling interest	-	-
Changes in operating assets and liabilities:
Accounts receivable	-	-	-
Deferred cost	-	-	-
Deposits, prepaid expenses and other receivables	-	-	-
Accounts payable	(1,904)	1,904	-
Disposal of fixed asset	-	-	-
Deferred revenue	-	-	-
Other payables and accrued liabilities	134,119	64,776	198,895
Income tax payable	-	-	-
Net cash flows (used in)/generated from operating activities	(232,484)	(98,288)	(331,108)
Cash flows from investing activity
Sale proceeds of fixed assets	-	-	-
Acquisition of plant and equipment	-	-	-
Net cash flows (used in) investing activity	-	-	-
Cash flows from financing activities
Proceeds from issuance of common stock	260,000	58,176	318,576
Amounts due from related parties	-	-	-
Amounts due to related parties	(31,762)	46,328	14,566
Increase in restricted cash	-	-	-
Dividend paid to non-controlling interest	-	-	-
Net cash flows generated from /(used in) financing activities	228,238	104,504	333,142
Net (decrease)/increase in cash and cash equivalents	(4,246)	6,216	2,034
Effect of foreign currency translation on cash and cash equivalents	-	-	-
Cash and cash equivalents - beginning of year	6,280	64	-
Cash and cash equivalents - end of year	2,034	6,280	2,034
Supplemental disclosures for cash flow information :
Cash paid for :
Interest	-	(15)	(15)
Income taxes	-	-

See notes to consolidated financial statements.

BAOSHINN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(Stated in US Dollars)



					*Accumulated*
			*Additional*		*other*
	*Common stock*		*paid-in*	*comprehensive*		*Accumulated*
	*Shares*	*Amount*	*capital*		*Income*		*deficit*	*Total*
		$	$		$		$	$

Balance, April 1, 2012	400,000	400	-		-		-	400

Comprehensive income
Net Loss	-	-	-		-		(336)	(336)
Foreign currency translation
Adjustments	-	-	-		-		-	-

Balance, December 31, 2012	400,000	400	-		-		(336)	64

Balance, December 31, 2013	18,025,003	1,803	893,924		-		(1,002,455)	(106,728)

Issuance of common stock	560,000	56	259,944				-	260,000

Net loss	-	-	-		-		(364,699)	(364,699)

Balance, December 31, 2014	18,585,003	1,859	1,153,868		-		(1,367,154)	(211,427)

See notes to consolidated financial statements

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

Corporation information

Baoshinn Corporation (the “Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc.

On March 31, 2006, the Company consummated a merger (the “Merger”) with Bao Shinn International Express Limited (“BSIE”) by issuing 16,500,000 shares in the share exchange transaction for 100% of the issued and outstanding shares of BSIE common stock. As a result of the share exchange transaction, BSIE became our wholly-owned subsidiary. BSIE owns 55% of Bao Shinn Holidays Limited (“BSHL”).

During the year ended March 31, 2009, Baoshinn Corporation and its subsidiaries (collectively referred to as the “Group”) issued 2,400,000 restricted common shares of $0.001 per share at a value of $0.3 per share with a net proceeds of approximately $624,000 and redeemed 2,500,000 restricted common shares and these shares are classified as not issued and outstanding.

Effective on October 19, 2011, each of ten (10) shares of the Company’s common stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).

OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. These products are expected to include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to December 31, 2014.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

On April 23, 2013 Baoshinn incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited. Syndicore Asia Limited (“SAL”) is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

On May 31, 2013 the Registrant completed an offering of 15,000,000 shares of its common stock for $75,000.

On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.

On December 15, 2013, Baoshinn Corporation (“Baoshinn”), through its wholly-owned subsidiary Syndicore Asia Limited, a Hong Kong Company (“SAL”), entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.

On January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

On August 1, 2014 Baoshinn Corporation subscribed to 1,000,000 shares of the $.0001 par value common stock of Green Standard Technologies, Inc., a Corporation duly organized under the laws of the state of Nevada for $100.00.

Green Standard Technologies, Inc is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visitors with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.

On October 29, 2014 Baoshinn Corp., through its wholly owned subsidiary, Green Standard Technologies, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions. According to a mutually agreed upon set of features and milestones for a minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

On October 29, and November 3, 2014 the Registrant completed an offering of 160,000 shares of common stock and warrants (the “Units”). These Units were sold to two shareholders for a total consideration of $80,000. These units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On December 8, 2014 the Registrant completed an offering of 100,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $30,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

Description of business

OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products including olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers.

Syndicore Asia Limited (“SAL”) is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with the same highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.

On October 29, 2014 Green Standard Technologies, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions, according to a mutually agreed upon set of features and milestones for minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion in the USA and potentially Europe.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

Going concern

The financial statements have been prepared in accordance with generally accepted principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Although the Company generated a net loss of $364,699 for the year ended December 31, 2014 and net loss $240,773 for the year ended December 31, 2013, it had an accumulated deficit of $1,367,154 and $1,002,455 as at December 31, 2014 and 2013.

Management believes that actions presently taken to revise the Group’s operating and financial requirements provide the opportunity for the Group to continue as a going concern. The Group’s ability to achieve these objectives cannot be determined at this stage. If the Group is unsuccessful in its endeavors, it may be forced to cease operations. These financial statements do not include any adjustments that might result from this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of significant accounting policies

Basis of presentation and consolidation

The accompanying consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America.

On June 29, 2010, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative US generally accepted accounting principles (GAAP) for all non-governmental entities Rules and interpretive releases of the Securities and Exchange Commission (SEC) and also sources of authoritative US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic arrears. The adoption of the Codification did not have any impact on the Group’s financial statements.

The consolidated financial statements include the accounts of the Group and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

The results of subsidiaries acquired or disposed of during the years are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, deferred income taxes and the estimation on useful lives of plant and equipment. Actual results could differ from those estimates.

Concentrations of credit risk

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of accounts receivable. In respect of accounts receivable, the Group extends credit based on an evaluation of the customer’s financial

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

condition, generally without requiring collateral or other security. In order to minimize the credit risk, the management of the Group has delegated a team responsibility for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less.

Restricted cash

Certain cash balances are held as security for short-term bank guarantee deposit for the International Air Transport Association and are classified as restricted cash in the consolidated balance sheets.

Accounts receivable

Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to original terms of receivables. Bad debts are written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable. The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are preferred on all customers requiring credit over a certain amount. The Group had experienced the bad debts of $nil and $nil during the year ended December 31, 2014 and 2013 respectively.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives at the following annual rates:


	Furniture and fixtures	20% - 50%
	Office equipment	20%

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

Revenue recognition

The Group recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

The Group also evaluates the presentation of revenue on a gross versus a net basis through application of Emerging Issues Task Force No. (“EITF”) 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The consensus of this literature is that the presentation of revenue as “the gross amount billed to a customer because it has earned revenue from the sale of goods or services or the net amount retained (that is, the amount billed to a customer less the amount paid to a supplier) because it has earned a commission or fee” is a matter of judgment that depends on the relevant facts and circumstances. In making an evaluation of this issue, some of the factors that should be considered are: whether the Group is the primary obligor in the arrangement (strong indicator); whether it has general inventory risk (before customer order is placed or upon customer return) (strong indicator); and whether we have latitude in establishing price. The guidance clearly indicates that the evaluations of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. If the conclusion drawn is that the Group performs as an agent or a broker without assuming the risks and rewards of ownership of goods, revenue should be reported on a net basis.

Revenue recognition (Continued)

The Group has the following three types of revenues:

-Retail and corporate travel service revenues,

-Referral fee for travel booking services, and

-Incentive commission from travel suppliers.

All of these revenues recognition formats are no longer applicable as the BSIE spun off from the Company. On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as at October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.

Deferred cost

The Group adopted an indented policy on retail and corporate service. The Group records deferred cost when it pays in advance of the completion of delivery of travel services and consistently with deferred revenue. Upon completion of delivery of travel services, deferred cost is charged to cost of sales in the consolidated statement of operations.

After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the prior deferred cost discussion is no longer applicable to the Company’s current operations.

Advertising expenses

Advertising expenses are charged to expense as incurred.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit.


Year Ended		Year Ended
Dec 31, 2014	Dec 31, 2013
$7,754	$0

Income Taxes

Income taxes are accounted for under the asset and liability method. 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 and operating loss and tax credit carry forwards. Deferred tax assets 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.

The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the year ended 31 December, 2014. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

Comprehensive income

Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of stockholders’ equity. The Group’s other comprehensive income represented foreign currency translation adjustments.

Foreign currency translation

The functional currency of the Group is Hong Kong dollars (“HK$”). The Group maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. In 2014, the exchange rate being use to translate amount in HK$ is fixed at 7.8 to 1 for the purpose of preparing the consolidated financial statements which is derived from October 17, 1983 monetary policy from Hong Kong Monetary Authority where the Hong Kong dollar was pegged at a rate of 7.8 HK$ = 1 US$, through the currency board system with a limited floating range from 7.85 to 7.75. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

For financial reporting purposes, the financial statements of the Group which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.


	*Year ended*	*Year ended*
	*Dec 31, 2014*	*Dec 31, 2013*
Year end HK$ : US$ exchange rate	7.8	7.8
Average yearly HK$ : US$ exchange rate	7.8	7.8

Fair value of financial instruments

The carrying values of the Group’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

Stock-based Compensation

Share-based compensation including stock options and common stock awards issued to employees and directors for services and are accounted for in accordance with FASB ASC 718 "Compensation - Stock Compensation" and share-based compensation including warrants and common stock awards issued to consultants and nonemployees are accounted for in accordance with FASB ASC 505-50 "Equity-Based Payment to Non-employees. All grant of common stock awards and stock options/warrants to employees and directors are recognized in the financial statements based on their grant date fair values. Awards to consultants and nonemployees are recognized based upon their fair value as of the earlier of a commitment date or completion of services. The grant date(s) of all awards are determined under the guidance of ASC 718-10-25-5. The Company estimates fair value of common stock awards based the quoted price of the Company's common stock on the grant date. The fair value of stock options and warrants is determined using the appropriate option pricing model depends on the applicable of situation.

Basic and diluted earnings per share

The Group computes earnings per share (“EPS’) in accordance with FASB Accounting Standard Codification Topic 260 (ASC 260) “Earnings Per Share”, and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

The calculation of diluted weighted average common shares outstanding for the year ended December 31, 2014 is based on the estimate fair value of the Group’s common stock during such periods applied to options using the treasury stock method to determine if they are dilutive.

Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented:



	*Year Ended* *Dec. 31, 2014*	*Year Ended* *Dec. 31, 2013*
	$	$
Numerator for basic and diluted earnings per share:
Net (loss)/income	(364,699)	(240,773)

Denominator:
Basic weighted average shares	18,221,932	12,118,233
Effect of dilutive securities	-	-

Diluted weighted average shares	18,221,932	12,118,233

Basic earnings per share:	(2.00 cents)	(1.99 cents)

Diluted earnings per share:	(2.00cents)	(1.99 cents)

Related parties transactions

A related party is generally defined as (i) any person that holds 10% or more of the Group’s securities and their immediate families, (ii) the Group’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group, or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recently issued accounting pronouncements

In January 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

Codification™ (“Codification”) or subject to a master netting arrangement or similar agreement. The FASB undertook this clarification project in response to concerns expressed by U.S. stockholders about the standard’s broad definition of financial instruments. After the standard was finalized, companies realized that many contracts have standard commercial provisions that would equate to a master netting arrangement, significantly increasing the cost of compliance at minimal value to financial statement users. An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11.

In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU improves the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP.

The new amendments will require an organization to:


	l	Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.


	l	Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). A private company is required to meet the reporting requirements of the amended paragraphs about the roll forward of accumulated other comprehensive income for both interim and annual reporting periods. However, private companies are only required to provide the information about the effect of reclassifications on line items of net income for annual reporting periods, not for interim reporting periods. The amendments are effective for reporting periods beginning after December 15, 2012, for public companies and are effective for reporting periods beginning after December 15, 2013, for private companies. Early adoption is permitted.

Recently issued accounting pronouncements (Continued)

In February 2013, FASB issued Accounting Standards Update (ASU) No. 2013-03, Financial Instruments (Topic 825). This ASU clarifies the scope and applicability of a disclosure exemption that resulted from the issuance of Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendment clarifies that the requirement to disclose" the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3) does not apply to nonpublic entities for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. This ASU is the final version of Proposed Accounting Standards Update 2013-200—Financial Instruments (Topic 825) which has been deleted. The amendments are effective upon issuance.

In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This ASU provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this ASU) and should disclose that fact. Early adoption is permitted.

In March 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-05, Foreign Currency Matters (Topic 830). This ASU resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This ASU is the final version of Proposed Accounting Standards Update EITF11Ar—Foreign Currency Matters (Topic 830), which has been deleted. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to de-recognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption.

Recently issued accounting pronouncements (Continued)

In April 2013, FASB Accounting Standards Update 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. This ASU clarifies when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. Liquidation is the process by which a company converts its assets to cash or other assets and settles its obligations with creditors in anticipation of ceasing all of its activities. An organization in liquidation must prepare its financial statements using a basis of accounting that communicates information to users of those financial statements to enable those users to develop expectations about how much the organization will have available for distribution to investors after disposing of its assets and settling its obligations. The ASU requires organization to prepare its financial statements using the liquidation basis of accounting when liquidation is “imminent.” Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces (e.g., involuntary bankruptcy). In cases where a plan for liquidation was specified in the organization’s governing documents at inception (e.g., limited-life entities), the organization should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified in the organization’s governing documents. The ASU requires financial statements prepared using the liquidation basis to present relevant information about a company’s resources and obligations in liquidation, including the following:


	l	The organization’s assets measured at the amount of the expected cash proceeds from liquidation, including any items it had not previously recognized under U.S. GAAP that it expects to either sell in liquidation or use in settling liabilities (e.g., trademarks).
	l	The organization’s liabilities as recognized and measured in accordance with existing guidance that applies to those liabilities.
	l	Accrual of the costs it expects to incur and the income it expects to earn during liquidation, including any anticipated disposal costs.

This ASU is effective for interim and annual reporting periods beginning after December 15, 2013, with early adoption permitted.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

In July 2013, The FASB has published Accounting Standards Update 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04. This ASU defers indefinitely certain disclosures about investments held by nonpublic employee benefit plans in their plan sponsors’ own nonpublic equity securities. The ASU was approved by the FASB on June 12, 2013. ASU No. 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04, applies to disclosures of certain quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for investments held by certain employee benefit plans.

In July 2013, the FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists (a consensus of the FASB Emerging Issues Task Force).U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except as follows. To the extent a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014.

Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2014-07, Applying Variable Interest Entities Guidance to Common Control Leasing Arrangements. The guidance addresses the consolidation of lessors in certain common control leasing arrangements and is based on a consensus reached by the Private Company Council (PCC). Under current U.S. GAAP, a company is required to consolidate an entity in which it has a controlling financial interest. The assessment of controlling financial interest is performed under either: (a) a voting interest model; or (b) a variable interest entity model. In a variable interest entity model, the company has a controlling financial interest when it has: (a) the power to direct the activities that most significantly affect the economic performance of the entity; and (b) the obligation to absorb losses or the right to receive benefits of the entity that could be potentially significant to the entity. To determine which model applies, a company preparing financial statements must first determine whether it has a variable interest in the entity being evaluated for consolidation and whether that entity is a variable interest entity. The new guidance allows a private company to elect (when certain conditions exist) not to apply the variable interest entity guidance to a lessor under common control. Instead, the private company would make certain disclosures about the lessor and the leasing arrangement.

Under the amendments in this ASU, a private company lessee could elect an alternative not to apply variable interest entity guidance to a lessor when:-The private company lessee and the lessor are under common control;-The private company lessee has a leasing arrangement with the lessor;-Substantially all of the activity between the private company lessee and the lessor is related to the leasing activities (including supporting leasing activities) between those two companies, and-If the private company lessee explicitly guarantees or provides collateral for any obligation of the lessor related to the asset leased by the private company, then the principal amount of the obligation at inception does not exceed the value of the asset leased by the private company from the lessor. If elected, the accounting alternative should be applied to all leasing arrangements meeting the above conditions. The alternative should be applied retrospectively to all periods presented, and is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Early application is permitted for all financial statements that have not yet been made available for issuance

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars).

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations. The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations. The Company does not expect the adoption of 2014-08 to have a material effect on its operating results or financial position. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Other operating income



	*Year Ended*	*Year Ended*
	*Dec 31, 2014*	*Dec 31, 2013*
	$	$

GDS commission income	-	-
Refund Write back	-	-
Management service income	-	-

	-	-

Other non-operating income


	*Year Ended*	*Year Ended*
	*Dec 31, 2014*	*Dec 31, 2013*
	$	$

Gain on exchange	-	-
Interest income	-	-
Sundry income	130	-

	130	-

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

Interest expenses



	*Year Ended*	*Year Ended*
	*Dec 31, 2014*	*Dec 31, 2013*
	$	$

Bank charges	1,007	462
Interest expense	-	15

	1,007	477

Income taxes

The Company and its subsidiaries file separate income tax returns.

The Company is incorporated in the United States, and is subject to United States federal and state income taxes. The Company did not generate taxable income in the United States in 2014 and 2013.

The subsidiaries are incorporated in Hong Kong, and are subject to Hong Kong Profits Tax at 16.5% for the year ended December 31, 2014 and 2013.

Provision for Hong Kong profits tax has been made for the year presented as the subsidiaries have assessable profits during the year.

The following table accounts for the differences between the actual tax provision and the amounts obtained by applying the applicable statutory income tax rate of 16.5% to income before taxes for the year ended December 31, 2014 and 2013.


		*Year Ended*	*Year Ended*
		*December 31, 2014*	*December 31, 2013*
		$	$

(Loss)/income before taxes		(364,699)	(240,773)

	Computed tax benefit at Hong Kong
	income tax rate	-	-
	Valuation allowance adjustment	-	-
	Unrecognized tax losses	-	-
	Non-taxable items	-	-
	Non-deductible expenses	-	-
	Tax rebate	-	-
	Others	-	-
	Total	0	0

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. For the year ended December 31, 2014 and 2013, the Group has tax loss carrying-forwards, which does not recognize deferred tax assets as it is not probable that future taxable profits against which the losses can be utilized will be available in the relevant tax jurisdiction and entity.

The Company did not have U.S, taxable income due to operating in Hong Kong, SAR. The Company did not file the U.S. federal income tax returns. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. No Hong Kong Corporations Profits Tax Return filings are subject to Hong Kong Inland Revenue Department examination.

Deposits, prepaid expenses and other receivables



	*At December 31,*
	*2014*	*2013*
	$	$

Security deposits to suppliers^[1]	-	-
Prepayments and other receivables	-	-
Utility, rental and other deposits	-	-

	-	-

^[1] Represents a deposit with the airline companies to allow the Group to issue an agreed upon amount of air tickets per month.

10.

Plant and equipment



	*At December 31,*
	*2014*	*2013*
	$	$
Cost
Furniture and fixtures	-	-
Office equipment	-	-

	-	-

Accumulated depreciation
Furniture and fixtures	-	-
Office equipment	-	-

	-	-

Net

Depreciation expenses for the year ended December 31, 2014 and 2013 are $0 (2012: $0).

11.

Other payables and accrued liabilities



	*At December 31,*
	*2014*	*2013*
	$	$

Sale deposits received	-	-
Accrued expenses	198,895	64,776
Other payables	-	-

	198,895	64,776

12.

Amount due from/to related parties

Amount due from/to related parties are as follows:




	*As of 12/31/2014*	*As of 2/28/2013*
	$	$

Amount due from related parties	-	-

Amount due to related parties	(14,566)	(46,328)

As of December 31, 2014 and 2013, the amount due from/to related parties represent advances from shareholders of the Group and are interest free, unsecured and have no fixed repayment terms.

Amounts due from/to related parties were $nil (2013: $nil) and $(14,566) (2013: $46,328) including in accounts receivable and payable, respectively, which are trade in nature.

13.

Deferred cost and revenue

Cost and revenue is deferred when the Group paid and received payment in advance of the completion of delivery of travel services, respectively, as at the year end.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

14.

Stock options

The Group has stock option plans that allow it to grant options to its key employees. During 2014 and 2013, the Company did not issue any stock options and there were no stock options being issued or outstanding.

15.

Concentration of credit

A substantial percentage of the Group's sales are made to the following customers. Details of the customers accounting for 10% or more of total net revenue are as follows:


	Year ended	Year ended
	Dec 31, 2014	Dec 31, 2013
Company A	0%	0%
Company B	0%	0%

Details of the accounts receivable from the one customer with the largest receivable balances at December 31, 2014 and 2013 are as follows:


	Percentage of accounts receivable
	Dec 31, 2014	Dec 31, 2013
Company A	0%	0%
Company B	0%	0%

16.

Pension Plans

In 2014, the Group participates in a defined contribution pension scheme under the Mandatory Provident Fund Schemes Ordinance (“MPF Scheme”) for all its eligible employees in Hong Kong.

The MPF Scheme is available to all employees aged 18 to 64 with at least 60 days of service in the employment in Hong Kong. Contributions are made by the Group’s subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$25,000. The participants are entitled to 100% of the Group’s contributions together with accrued returns irrespective of their length of service with the Group, but the benefits are required by law to be preserved until the retirement age of 65. The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.

In 2014, the assets of the schemes are controlled by trustees and held separately from those of the Group. In 2014, no assets are allocated to pension. Total pension cost was $0 during year ended December 31, 2014 (2013: $0).

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

17.

Fair value measurements

The Group adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), related to the Group’s financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets and liabilities.

Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

ASC 820 also provides guidance for determining the fair value of a financial asset when the market for that asset is not active, and for determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly.

The effective date for certain aspects of ASC 820 was deferred and is currently being evaluated by the Group. Areas impacted by the deferral relate to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis. The effects of these remaining aspects of ASC 820 are to be applied by the Group to fair value measurements prospectively beginning November 1, 2010. The adoption of the remaining aspects of ASC 820 is not expected to have a material impact on its financial condition or results of operations.

The following table details the fair value measurements of assets and liabilities within the three levels of the fair value hierarchy at December 31, 2014 and 2013:


		Fair Value Measurements at reporting date using:
	December 31, 2014	Quoted Price in active Markets for identical assets (level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
	$	$	$	$
Assets
Restricted cash	-		-	-
Cash and cash equivalents	2,034	2,034	-	-


		Fair Value Measurements at reporting date using:
	December 31, 2013	Quoted Price in active Markets for identical assets (level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
	$	$	$	$
Assets
Restricted cash	-	-	-	-
Cash and cash equivalents	6,280	6,280	-	-

18.

Commitments and contingencies

Operating lease commitments

In 2012, the Group leased office property under various non-cancelable operating lease agreements that expire at various dates through years 2013 to 2014, with an option to renew the lease. All leases are on a fixed repayment basis. In 2014, the Group did not commit to lease any office property. None of the leases include contingent rentals. Minimum future commitments under these agreements payable as of December 31, 2014 are as follows:



December 31,				$
2014				-
Thereafter				-

				-

Rental expenses for the year ended December 31, 2014 were $0 (2013: $0).

After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, all prior commitments and contingencies are no longer applicable in the current operation.

19. Spin-Off

After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit.

The balance of investment in the prior operation unit before March 4, 2013 was $532,235. On March 4, 2013, the profits were generated by the prior operation unit.

BAOSHINN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Stated in US Dollars)

20.

Related party transactions

As of December 31, 2014 and December 31, 2013, the Company had received advancement of $14,566 and $46,328 from the shareholders for operating expenses. These advancements bear no interest, no collateral and have no repayment term.

During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.

21.

Segment information

FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment Reporting” (Formerly known as SFAS No.131, Disclosures about Segments of an Enterprise and Related Information), establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

In 2012, the Group is regarded as a single operating segment, being engaged in the provision of travel agent services. These principal activities and geographical market are substantially based in Hong Kong and the Mainland China. In 2013, the Group has three operating units, one is OODI which is operating in network food supplying in North America, the other one is Syndicore which is operating on the digital content providing services in Asia. Since both units are under development stage and do not generate revenue, accordingly, no operating or geographical segment information is presented. In 2014, the Group has one operating unit, Green Standard Technologies, Inc is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visitors with medical and recreational marijuana resources.

22.

Subsequent events

On January 13, 2015 the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per share. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales.

On March 31, 2015, the Company was going to dispose the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by the Annual Report on Form 10-K. Based on this evaluation, these officers have concluded that as of the end of the period covered by the Annual Report on Form 10-K, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of 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 consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) 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 the Company’s management and directors; and (3) 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.

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the framework set forth in the report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Regulatory Statement

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As a “Smaller Reporting Company” management’s report was not subject to attestation by the Company’s registered public accounting firm.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth certain information regarding the Company’s directors and executive officers for the fiscal year ended December 31, 2014:

The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.




Name and Address	Age	Position(s)
Sean Webster	42	President, C.F.O., Director
Ka Yeung Lee	31	Director
Akimasa Fujita (resigned on July 16, 2014)	43	Director
Brent Inzer (resigned on March 26, 2015)	42	Director

Mr. Sean Webster serves for a one year term or until his successors are elected or they are re-elected at the annual stockholders’ meeting. Mr. Benny Kan and Mr. Mike Lam have resigned all of their positions as on March 4, 2013. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, none of which currently exists or is contemplated. There is no arrangement or understanding between any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company’s board. Sean Webster has been the President and Chief Financial Officer of Baoshinn Corporation since March 25, 2008. Mr. Webster has been the Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of Biopack Environmental Solutions, Inc. from October 6, 2008 until April 27, 2012 and also served as its Chief Technology Officer and Principal Accounting Officer. Mr. Webster had been Senior Vice President of Finance & Business Development of Grand Power Logistics Group Inc., from April 8, 2008 until June 1, 2011. Since May, 1999 he served as an Investment Advisor (Investment Dealers Association of Canada, Registered Representative) at Blackmont Capital Inc. until October 2007. Mr. Webster graduated from the University of Calgary in 1996 with BA in Economics, and a minor in Management and Commerce.

Effective December 20, 2013, the Board of Directors of Syndicore Asia Limited, appointed Mr. Ritesh Jha s the Company’s new Chief Technology Officer (“CTO”). In his capacity as CTO, Mr. Jha will be responsible for assisting the Company to develop its digital sports video media, distribution capabilities, content management solutions, web administration and development and general technology strategy. Mr. Jha was a software engineer at the National College of Computer Studies in Kathmandu, Nepal from 2006 to 2010. From 2011 to the present, Mr. Jha has been a Team Leader at Traffic Geyser Nepal Pvt. Ltd., Asia Pacific Region. In 2003, Mr. Jha received a Bachelor of Computer Science Degree from Tribhuvan University in Kathmandu, Nepal. In 2006, Mr. Jha received a

Masters of Computer Science and Information Technology from Tribhuvan University in Kathmandu, Nepal. Mr. Ritesh Jha resigned on March 2, 2015.

Effective January 17, 2014, the Board of Directors of Baoshinn Corporation elected Mr. Ka Yeung Lee (Mr. Lee”) as a new Director of the Company to fill a newly-created directorship. Since 2009, Mr. Lee served as Operations Director for Youhaha Marketing and Promotions Limited, an internet advertising and online media consulting Company located in Hong Kong. Mr. Lee received a Bachelor of Science Degree with honors from the Open University of Hong Kong in 2009.

Effective February 13, 2014, the Board of Directors of Baoshinn Corporation elected Mr. Akimasa Fujita (“Mr. Fujita”) as a new Director of the Company to fill a newly-created directorship. Since 2010, Mr. Fujita served as President of Japan Flood Control, an emergency flood protection system company located in Tokyo, Japan. Mr. Fujita received a Bachelor of Arts degree in Economics from Nihon University in 1993. Mr. Fujita resigned on July 16, 2014.

Effective July 16, 2014, the Board of Directors of Baoshinn Corporation elected Mr. Brent Inzer (“Mr. Inzer”) as a new Director of the Company. Since 2008, Mr. Inzer was the Founder/CEO of Synergistic Resources, LLC where he provided consulting services to the medical marijuana industry and opened a division called Marijuana Medicine Evaluation Centers (M.M.E.C.) which expanded rapidly into 14 standalone clinics. Synergistic Resources, LLC was acquired by General Cannabis, Inc., a publicly traded company, in 2010, Mr. Inzer stayed on with General Cannabis as Director of Business development unit 2012. After his tenure with General Cannabis. Mr. Inzer completed development and marketing strategies for the nutraceutical cannabis industry, with Medco Systems of Los Angeles, California. Mr. Inzer resigned his position on March 26, 2015.

Significant Employees

As of the date hereof, we have no other significant employees.

Family Relationships

None

Involvement in Certain Legal Proceedings

None.

Subsequent Events

As noted above, under the heading of “Subsequent Events” in the Management Discussion and Analysis section, on March 4, 2013, subsequent to the close of the Company’s 2013 fiscal year, the Company changed control and became the holding company for Olive Oils Direct International, Inc. In connection with that transaction, Benny Kan and Mike Lam tendered their resignations as officers and directors of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the

Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2014, the Company does not believe that any person required to make filings under Section 16(a) during such fiscal year failed to file such reports or filed such reports late.

Code of Ethics

Our board of directors adopted a Code of Business Conduct and Ethics that applies to, all our officers, directors, employees and agents. Certain provisions of the Code apply specifically to our president and secretary (being our principle executive officer,

principle financial officer and principle accounting officer, controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote the following:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

Compliance with applicable governmental laws, rules and regulations;

The prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person identified in our Code of Business Conduct and Ethics; and

Accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our Company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our management.

We will provide a copy of our code of ethics without charge to any person that requests it. Any such request should be made in writing to the attention of Sean Webster, Chief Executive Officer, Baoshinn Corporation, Unit 1010, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong.

Nominating Committee

We do not have a separate nominating committee. Management believes that it is not necessary to have a separate nomination committee, because our entire board acts as our nominating committee.

Audit Committee

Our Board of Directors acts as our audit committee and we do not have an audit committee charter. We do not have a qualified financial expert on the Board at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.

Compensation Committee

Our board of directors acts as our compensation committee, and due to this fact we believe it is not necessary for us to have a separate compensation committee.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the cash compensation paid by the Company to its President and all other executive officers for services rendered during the fiscal year ended December 31, 2014.

SUMMARY COMPENSATION TABLE


(All amounts in US $‘s)	Long Term Compensation		Total
Compensation	Awards	Payouts


(1) Name & Principal Position	Period	Salary	Bonus	Other Annual Comp.	Restricted Stock Awards	Securities Underlying Options/ SARs (#)	LTIP Payouts	All Other Compensation
Sean Webster (3)	12 months ended December 31,2014	0	0	*120,000	0	0	0	0	120,000
	12 months ended December 31,2013	0	0	*119,250	0	0	0	0	119,250
Mike Lam (2)	12 months ended December 31,2014	0	0	0	0	0	0	0	0
	12 months ended December 31,2013	0	0	0	0	0	0	0	0
Benny Kan (2)	12 months ended December 31,2014	0	0	0	0	0	0	0	0
	12 months ended December 31,2013	0	0	0	0	0	0	0	0

Note:

(1) No other executive received any compensation from the Company and any of its subsidiaries for the previous three years.

(2) Mike Lam and Benny Kan both resigned from their director and executive positions on March 4, 2013.

Sean Webster is the President, CFO and a director of the Company.

(3) * According to the April 2013 service fee agreement, the Board of Directors resolved to pay an officer, Sean Webster, in the amount of a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as at October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.

(a)

Option/SAR Grants

The Company has stock option plans that allow it to grant options to its key employees. Over the course of employment, the Company may issue vested or non-vested stock options to an employee.

In March, 2008 the Company implemented a vested and non-vested stock option plan and all the options granted under those plans expired March 31, 2011.

In the year ended March 31, 2008, a total of 300,000 of vested and 80,000 non-vested options were granted to employees of the Company at a price of $0.35 per share, exercisable for a term of three years. No stock options have been granted to any of the officers or directors of the Company.

No stock options have been exercised by any employees, officers or directors since we were founded.

Baoshinn Corporation, Syndicore Asia Limited and Green Standard currently have no option plans.

(b)

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock, price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of our officers, directors, employees or consultants since we were founded.

(c)

Compensation of Directors

The members of the Board of Directors are not compensated for acting as such. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director. There were no reimbursement expenses paid to any director.

(d)

Employment Contracts, Termination of Employment, Change-in-Control Arrangements.

The service agreement was approved by the Board of Directors as of April 1, 2013 and October 1, 2013. There are no compensation plans or arrangements, including payments to be made by us with respect to our officers, directors, employees or consultants that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for compensation to our directors, officers, employees or consultants that would result from a change-in-control.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2014, by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all our directors and officers as a group.


Name and Address of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percentage of Class(1)
Sean Webster Unit 1010, Miramar Tower 132 Nathan Road, TST, Kowloon, Hong Kong	4,992,500	26.863%
All Officers and Directors as a Group	4,992,500	26.863%

[1] Applicable percentage ownership is based on 18,585,003 shares of our common stock outstanding as of December 31, 2014. There are no options, warrants, rights, conversion privileges or similar right to acquire the common stock of the Company outstanding as of December 31, 2014.

(a)

Changes in Control

We do not anticipate at this time any changes in control of the Company. There are no arrangements either in place or contemplated which may result in a change of control of the Company. There are no provisions within the Articles or the Bylaws of the Company that would delay or prevent a change of control.

As of December 31, 2014, Sean Webster, an officer and director of the company controlled the largest percentage of shares of common stock.

(b)

Future Sales by Existing Shareholders

As of December 31, 2014 there are a total of 29 Stockholders of record holding 18,585,003 shares of our common stock, excluding the shareholders that hold our shares in street name. 9,967,500 of our outstanding shares of common stock are “restricted securities”, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, such shares can be publicly sold, subject to certain restrictions commencing six (6) months after the acquisition of such shares.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of December 31, 2014 and December 31, 2013, the Company had received advances of $14,566 and $46,328 from its shareholders for operating expenses. These advances bear no interest, no collateral and have no repayment term.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AWC (CPA) Limited is the Company’s independent registered public accountant.

Audit Fees

The aggregate fees billed by AWC (CPA) Limited for professional services rendered for the audits of our annual financial statements in connection with statutory and regulatory filings were $14,103 and $14,103 for the year ended December 31, 2014 and 2013.

Audit-Related Fees

The aggregate fees billed by AWC (CPA) Limited for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements were $0 or the year ended December 31, 2014.

Tax Fees

The aggregate fees billed by AWC (CPA) Limited for professional services for tax compliance, tax advice and tax planning were $0 for the year ended December 31, 2014.

All Other Fees

The aggregate fees billed by AWC (CPA) Limited for other products and services were $0 for the year ended December 31, 2014.

Pre-approval Policy

We do not currently have a separate audit committee. The services described above were approved by our Board of Directors, which serves as our audit committee.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Index to Exhibits




Exhibit			Description

*3.1			Certificate of Incorporation
*3.2			Amended and Restated Certificate of Incorporation
*3.3			Bylaws
*4.0			Stock Certificate
31.1			Certification of the Company‘s Principal Executive Officer to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant‘s Annual Report on Form 10-K for the year ended December 31, 2014.
31.2			Certification of the Company‘s Principal Financial Officer to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant‘s Annual Report on Form 10-K for the year ended December 31, 2014.
32.1			Certification of the Company‘s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2			Certification of the Company‘s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase.

______________________________________



	*Filed as an exhibit to the Company‘s registration statement on Form SB-2, as filed with the Securities and Exchange Commission on June 14, 2006, and incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	BAOSHINN CORPORATION

Dated: April 14, 2015	By:	/s/ Sean Webster
	Name:	Sean Webster
	Title:	President

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



	Title	Date

/s/ Sean Webster	President/CFO/Director/ Secretary/CEO	April 14, 2014
Sean Webster

Furniture and fixtures

Office equipment