8-K 1 seasun8k2006.txt ACCOUNTANT CHANGE U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) __January 2, 2006, ______ Sea Sun Capital Corporation ______________________________________________ (Name of small business issuer as specified in its charter) Delaware 0-32307 59-3518707 ____________________________ _____________ ____________________ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 424 Brookmill Road, Oakville, Ontario L6J 5K5 Canada ____________________________________________________________________ (Address of principal executive offices) (905) 844-3680 Registrant's telephone number, including area code _____________________ ____________________________________________________________________ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant. a) On or about January 1, 2006, Child, Sullivan & Company, the principal accountant for Sea Sun (the "Company") changed its accounting practice from a corporation to a professional limited liability company named Child, Van Wagoner & Bradshaw, PLLC. As this is viewed as a separate legal entity, the Company dismissed Child, Sullivan & Company as principal accountant and engaged Child, Van Wagoner & Bradshaw, PLLC, as the Company's principal accountants for the Company's fiscal year ending December 31, 2005 and the interim periods for 2005 and 2006. The decision to change principal accountants was approved by the Audit Committee of the Company's Board of Directors and subsequently approved by the Board of Directors. None of the reports of Child, Sullivan & Company, on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the fiscal year ended December 31, 2004 did contain a going concern paragraph. There were no disagreements between the Company and Child, Sullivan & Company, for either of the past two years or subsequent interim period on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Child, Sullivan & Company, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, Child, Sullivan & Company has not advised the Registrant that: 1) internal controls necessary to develop reliable financial statements did not exist; or 2) information has come to the attention of Child, Sullivan & Company which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or 3) the scope of the audit should be expanded significantly, or information has come to the attention of Child, Sullivan & Company that they have concluded will, or if further investigated might, materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended December 31, 2005. (b) On or about January 2, 2006 the Registrant engaged Child, Van Wagoner & Bradshaw, PLLC as its principal accountant to audit the Registrant's financial statements as successor to Child, Sullivan & Company. During the Registrant's two most recent fiscal years or subsequent interim period, the Registrant has not consulted with the entity of Child, Van Wagoner & Bradshaw, PLLC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, nor did the entity of Child, Van Wagoner & Bradshaw, PLLC provide advice to the Registrant, either written or oral, that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Registrant's two most recent fiscal years or subsequent interim period, the Registrant has not consulted the entity of Child, Van Wagoner & Bradshaw, PLLC on any matter that was the subject of a disagreement or a reportable event. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Exhibit Number Descriptions 16.1 Letter from Child, Sullivan & Company dated January 2, 2006 regarding change in certifying accountant SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January __6__, 2006 By: /s/ _Graham Millington__________________ President

SEA SUN CAPITAL CORPORRATION (A Development Stage Company) (Alberta, Canada) BALANCE SHEETS -------------- September 30, December 31, 2004 2003 ---------------- ---------------- ASSETS Current assets: Cash in bank $ 173 $ 34,905 Accounts receivable - related party (note 6) 2,317 - Prepaid design work 3,163 - ---------------- ---------------- Total current assets 5,653 34,905 ---------------- ---------------- Fixed assets: Boats and accessories 208,563 152,047 Office equipment 1,600 1,302 ---------------- ---------------- Total fixed assets 210,163 153,349 Less accumulated depreciation (25,029) - ---------------- ---------------- Net fixed assets 185,134 153,349 Other assets: Intangible asset (note 5) 121,371 118,788 ---------------- ---------------- Total assets $ 312,158 $ 307,042 ================ ================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,560 $ - Accounts payable - related party (note 6) 123,903 59,307 ---------------- ---------------- Total current liabilities 126,463 59,307 Shareholders' equity: Preferred stock; $.001 CDN par value, unlimited shares authorized, no shares issued and outstanding (note 4) - - Common stock; $.001 CDN par value, unlimited shares authorized, 8,607,228 and 7,715,228 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively (note 4) 6,805 5,970 Capital in excess of par value 1,466,480 1,206,852 Accumulated other comprehensive loss (102,320) (66,741) Deficit accumulated during the development stage (1,185,270) (898,346) ---------------- ---------------- Total shareholders' equity 185,695 247,735 ---------------- ---------------- Total liabilities and shareholders' equity $ 312,158 $ 307,042 ================ ================

SEA SUN CAPITAL CORPORRATION (A Development Stage Company) (Alberta, Canada) STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ----------------------------------------------- Cumulative From Inception, from Inception, For the Nine Months February 19, 2003, February 19, 2003, Ended September 30, to December 31, to September 30, 2004 2003 2004 ---------------- ---------------- ---------------- Revenue $ - $ - $ - Expenses: Consulting 143,763 810,338 954,101 Research and development 23,029 18,584 41,613 Legal fees 13,180 10,841 24,021 Vehicles 3,576 6,432 10,008 Contract labor 16,928 19,808 36,736 Depreciation 23,817 - 23,817 Travel, meals, and entertainment 31,464 23,549 55,013 Telephone 4,212 2,303 6,515 Advertising - 267 267 Other general and administrative 5,363 6,238 11,601 ---------------- ---------------- ---------------- Total expenses 265,332 898,360 1,163,692 ---------------- ---------------- ---------------- Net loss from operations (265,332) (898,360) (1,163,692) Other income (expense) Fixed asset write-off (21,593) - (21,593) Interest income 1 14 15 ---------------- ---------------- ---------------- Total other income (expense) (21,592) 14 (21,578) ---------------- ---------------- ---------------- Net loss before income taxes (286,924) (898,346) (1,185,270) Provision for income taxes - - - ---------------- ---------------- ---------------- Net loss (286,924) (898,346) (1,185,270) Foreign currency translation adjustments (35,579) (66,741) (102,320) ---------------- ---------------- ---------------- Total Comprehensive Loss $ (322,503) $ (965,087) $ (1,287,590) ================ ================ ================ Net loss per common share $ (0.04) $ (0.24) ================ ================ Weighted average outstanding shares 7,923,561 4,060,561 ================ ================

SEA SUN CAPITAL CORPORATION (A Development Stage Company) (Alberta, Canada) STATEMENTS OF SHAREHOLDERS' EQUITY ---------------------------------- FROM INCEPTION, FEBRAURY 19, 2003, TO SEPTEMBER 30,2004 ------------------------------------------------------- Deficit Accumulated Accumulated Common stock Additional Other During the Total ------------ Paid-in Comprehensive Development Shareholders' Shares Amount Capital Loss Stage Equity ------------ ------------ ------------ -------------- ------------ ------------- Balance, February 19, 2003 (inception) - $ - $ - $ - $ $ - Shares issued at $0.064 USD ($.0833 CND) per share cash 30,000 23 1,911 1,934 Shares issued at $0.193 USD ($.25 CND) per share for cash 1,500,000 1,161 289,020 290,181 Shares issued at $0.271 USD ($.35 CND) per share cash 185,228 143 50,023 50,166 Shares issued as founding shares 1,500,000 1,161 (1,161) - Shares issued for services 4,500,000 3,482 867,059 870,541 Foreign currency translation (66,741) (66,741) Net loss (898,346) (898,346) ----------------------------------------------------------------------------------------- Balance, December 31, 2003 7,715,228 5,970 1,206,852 (66,741) (898,346) 247,735 Shares issued at $0..395 USD ($.50 CND) per share cash 30,000 24 11,836 11,860 Shares issued at $0..237 USD ($.30 CND) per share for fixed assets 300,000 237 70,921 71,158 Shares issued for services 562,000 444 150,631 151,075 Foreign currency translation 130 26,240 (35,579) (9,209) Net loss (286,924) (286,924) ----------------------------------------------------------------------------------------- Balance, September 30, 2004 8,607,228 $ 6,805 $ 1,466,480 $ (102,320) $(1,185,270) $ 185,695 =========================================================================================

SEA SUN CAPITAL CORPORATION (A Development Stage Company) (Alberta, Canada) STATEMENTS OF CASH FLOWS ------------------------ Cumulative From Inception, from Inception, For the Nine Months February 19, 2003, February 19, 2003, Ended September 30, to December 31, to September 30, 2004 2003 2004 ---------------- ---------------- ---------------- Cash flows from operating activities Net loss $ (286,924) $ (898,346) $ (1,185,270) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation 23,817 - 23,817 Shares issued for services 151,075 870,541 1,021,616 Write off of fixed assets 21,593 - 21,593 Changes in operating assets and liabilities: Increase in accounts receivable - related party (2,317) - (2,317) Increase in prepaid design work (3,163) - (3,163) Increase in accounts payable 2,560 - 2,560 Increase in accounts payable - related party 64,596 59,307 123,903 ---------------- ---------------- ---------------- Cash provided by (used in) operating activities (28,763) 31,502 2,739 Cash flows from investing activities Purchase of intangible assets - (118,788) (118,788) Purchase of fixed assets (11,680) (153,349) (165,029) ---------------- ---------------- ---------------- Cash used in operating activities (11,680) (272,137) (283,817) Cash flows from financing activities Sale of common stock 11,860 342,281 354,141 ---------------- ---------------- ---------------- Cash provided by financing activities 11,860 342,281 354,141 Net change in cash (28,583) 101,646 73,063 Foreign currency translation (6,149) (66,741) (72,890) Cash at the beginning of the period 34,905 - - ---------------- ---------------- ---------------- Cash at the end of the period $ 173 $ 34,905 $ 173 ================ ================ ================ Supplemental Information: Common stock issued for fixed assets $ 71,158 $ - $ 71,158 ================ ================ ================

9/30/04 12/31/03 --------- ---------- Net loss at federal statutory rate of 35% $ (100,400) $ (314,400) Valuation allowance 100,400 314,400 ------------ ------------ Net income expense (benefit) $ 0 $ 0 ============ ============

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