Last10K.com

Bls Media, Inc. (COYR) SEC Filing 10-K Annual report for the fiscal year ending Thursday, December 31, 2009

Coyote Resources, Inc.

CIK: 1392121 Ticker: COYR
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
    For the fiscal year ended December 31, 2009.

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from     to                    
 
Commission File Number: 000-52512

BLS Media, Inc.
 (Exact name of registrant as specified in its charter)
Nevada
 
20-5874196
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1683 Duarte Drive, Henderson, Nevada
 
89014
(Address of principal executive offices)
(Zip Code)
(702) 450-2163
(Registrant's Telephone Number, Including Area Code)
   
Securities registered under Section 12(b) of the Act:
 
 
Title of each class registered:
 
Name of each exchange on which registered:
None
None 
Securities registered under Section 12(g) of the Act:
 
Common Stock, Par Value $.001
(Title of Class)
 
 
 
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes   x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes   xNo

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes     o No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 this Form 10-K. x

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

Large accelerated filer o
Accelerated filer o
Non-accelerated filer  o    (Do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   x Yes      oNo

The aggregate market value of the registrant's shares of common stock held by non-affiliates of the registrant on June 30, 2009, based on $0.10 per share, the last price at which the common equity was sold by the registrant as of that date, was $51,550.

As of April 12, 2010, there were 4,515,500 shares of the issuer's $.001 par value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference. 

 
1

 
 
 
FORWARD-LOOKING STATEMENTS
 
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1 “Risk Factors” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I

Item 1. Business.

Our Background. We were incorporated in Nevada on October 31, 2006, as BLS Media, Inc.

Our Business. We are a full service video production and media relations company that specializes in providing customized video production services, public relations services and copy editing services to businesses.  We believe that, based on our management’s experience, that we will be able to understand our clients’ needs and tailor video production services, public relations services and copy editing services to satisfy our clients’ business requirements. We intend to market our services in the Las Vegas area by means of personal contacts of our management as well as targeting businesses that visit Las Vegas for various industry conventions. As Las Vegas hosts several large conventions throughout the year, we believe those conventions provide a large population of potential clients who need that services that we offer.
 
Video Production Services. We offer full video production services from concept to finished program. We consult with the client to define the client’s goals and objectives, plan an approach, and produce video segments that fit the client’s audience needs. We combine marketing strategy with visual creativity to produce high quality film or video productions. We offer video production services including:
 
·  
Corporate Video Services. For corporate marketing, we specialize in designing video for internal corporate communications. Our unique approach of creating at maximizing the ease, use, and impact of the video for the busy professional.
·  
Performance Arts Video Services. For artists, we specialize in creating mini-documentaries for broadcast as well as use for promotional, funding, and booking uses. The mini-documentary format gives artists a chance to tell their story in an exciting new way.

We offer the following pre-production, production, and post-production services to meet the clients’ specific needs:

·  
Pre-production. During this stage, we become well acquainted with the clients’ specific goals before the taping begins.  We will walk through the concept creation, writing, casting, researching, and any other preparation items the client will need for the actual production stage.
·  
Production.  During the actual production, we will provide professional filming or videotaping services in order to prepare for the last stage.
·  
Post-production.  During this stage, we will include graphics, animations, audio mixing, and editing to bring the clients’ project to perfection.

Since producing is not a “one size fits all” process, we will provide an experienced producer to supervise your project through all three steps.  We also maintain a diverse pool of professionals from which to draw when needs for writers, actors, editors, directors, producers, talent consultants, and others, arise.

 
2

 
 
Public Relations Services. We intend to provide our public relations services under the trade name “Positively PR”. We believe positive public relations can have a major impact on a client’s business or organization.  We will help our clients to build name recognition, and, in doing so, create a precise, first-rate image of your company. Our public relations services offer media/client services including:

·  
create specific and strategic media plans according to client needs and adhering to a strict and detailed timeline;
·  
identify and focus on client’s target market;
·  
identify media outlets integral to obtaining positive public relations
·  
develop media kits;
·  
create a newsletter if desired;
·  
create and disseminate of press releases to the appropriate media outlets;
·  
coordinate media interviews;
·  
prepare key individuals in client’s company for press interviews;
·  
create and organize special events;
·  
research and pitch editorial opportunities and guest columns;
·  
create sponsorship opportunities if desired; and
·  
coordinate community involvement.

We believe the key to public relations is to obtain the right kind of publicity in order to enhance your other marketing and advertising efforts.  When a favorable story emerges via print or visual media, the client’s audience will see that the client’s company is reliable, trustworthy, and worthwhile.  Furthermore, utilizing copies of the positive media can serve as very influential marketing tools.  Including this positive publicity in all of the client’s materials will immensely boost the client’s credibility and give the client’s business or organization a positive public perception.

Copy Editing and Proofreading Services. We intend to provide our copy editing and proofreading services under the trade name “Get it Write!”. We offer our copy editing and proofreading services to fine-tune our clients’ written materials. Our copy editing and proofreading services include:

·  
basic proofreading and copy-editing;
·  
proofreading and copy-editing with needed rewrites; and
·  
extensive rewriting.
 
Our experienced staff treats each individual piece of writing with care and attention to detail. We provide our clients with useful feedback in a timely manner.
 

 
3

 
Our Target Markets and Marketing Strategy.  We believe that our primary target market will consist of small and medium sized businesses that wish to outsource their video production services, public relations services and copy editing services to third parties. In addition to small and medium sized businesses, we believe another potential target market will be providing our services to large companies that participate in Las Vegas conventions. We intend promote our services by means of relationship-building with potential clients, trade magazine articles and advertisements, reputation and word of mouth. We also intend to attend industry events to build relationships with potential clients for our services. Our marketing initiatives will include:

·  
research small to medium size businesses that are located near our current accounts in California;
·  
develop and print sales and marketing materials including brochures and cards; and
·  
initiate direct contact with those potential customers.

Growth Strategy. Our objective is to become one of the dominant providers of video production and media relations services in the Las Vegas area.  Our strategy is to provide clients with exceptional personal service and high quality production services. Key elements of our strategy include:

·  
increase our relationships with businesses;
·  
increase our relationships with third party providers of digital products and services;
·  
continue and expand our website;
·  
provide additional services for businesses and consumers;
·  
pursue relationships with joint venture candidates. We will attempt to establish joint ventures with companies that will support our business development; and
·  
expand operations into California.

Our Website. Our website is located at www.blsmedia.com. Our current website displays contact information and provides a general description of the services that we provide as well as our production capabilities.  We anticipate that our website will be developed to allow potential customers to acquaint themselves with our portfolio of prior productions.

Our Competition. The video production and media relations industry in the United States is highly competitive. We compete with a substantial number of advertising agencies, general production companies, and public relations firms. We also have competition from small fragmented video production and public relations firms that operate in the same geographic areas as we do. The major competitive factors in our business are the quality of customer service, the quality of finished products and price. Our ability to compete effectively in providing customer service and quality finished products is primarily dependent on the level of sophistication and creativity of our products, the availability of equipment and the ability to perform the services with speed and accuracy. We believe we will be able to compete effectively in all of these areas.

Many of our competitors have greater financial resources than we have, enabling them to finance acquisition and development opportunities, to pay higher prices for the same opportunities or to develop and support their own operations. In addition, many of these companies can offer bundled, value-added or additional services not provided by us, and may have greater name recognition.  These companies might be willing to sacrifice profitability to capture a greater portion of the market for similar products and services, or pay higher prices than we would for the same expansion and development opportunities.  Consequently, we may encounter significant competition in our efforts to achieve our internal growth objectives. We cannot guaranty that we will be able to compete effectively in this industry.
 
 
4

 
Our Intellectual Property.   We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties. We intend to protect various words, names, symbols, and devices that are used with goods produced by us through the use of trademarks, and our services through the use of service marks. We may file trademark applications for “Positively PR” and “Get It Write!” with the US Patent and Trademark Office to protect those service marks. In the event that we file those applications, we cannot guaranty we will receive such trade or service mark protection.
 
We own the Internet domain name www.blsmedia.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.

Our success may depend in part upon our ability to preserve our trade secrets, obtain and maintain patent protection for our technologies, products and processes, and operate without infringing the proprietary rights of other parties. However, we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take action to protect our unpatented trade secrets and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guaranty that:

·  
these agreements will not be breached;
·  
we would have adequate remedies for any breach; or
·  
our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or duplication of either our services or business methods by others or prevent others from claiming violations of their intellectual property rights.

Government Regulation. We are subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in all relevant jurisdictions. We do not believe that we have not been affected by any of the rules and regulations specified in this section.

Research and Development.  We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.

Employees.  As of April 12, 2010, we have no employees other than our officers. We anticipate that we will not hire any employees in the next six months, unless we generate significant revenues. From time-to-time, we anticipate that we will use the services of independent contractors and consultants for the various services that we provide, if our existing staffing levels are not adequate to furnish such services.  We will determine when and whether to add to our staff or supplement it by means of independent contractors in the event that we obtain additional contracts for services.  We anticipate that we would engage independent contractors on a flat fee basis.

Facilities. Our executive, administrative and operating offices are located at 1683 Duarte Drive, Henderson, Nevada, 89014. Brittany Prager, our president, secretary and one of our directors, provides approximately 200 square feet of office space to us at no charge. Our financial statements reflect, as occupancy costs, the fair market value of that space, which is approximately $200 per month. That amount has been included in the financial statements as additional capital contribution by Ms. Prager. We do not have a written lease or sublease agreement with Ms. Prager. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. We do not own any real estate.

 
5

 
 
Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of our common stock. The risks described below are those we currently believe may materially affect us.

Risks Related to our Business:

We have a limited operating history upon which an evaluation of our prospects can be made.

We were incorporated in October 2006. Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues.

We need to raise additional capital to market our products and services. Our failure to raise additional capital will significantly affect our ability to fund our proposed marketing activities.

We are currently not engaged in any sophisticated marketing program to market our services because we lack sufficient capital and revenues to justify the expenditure. We need to raise additional capital to spend more funds on marketing and promotion. We do not know if we will be able to acquire additional financing at commercially reasonable rates. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our sales and marketing activities.
We have incurred a net loss since inception and expect to incur net losses for the foreseeable future.

As of December 31, 2009, our net loss since inception was $173,592. We expect to incur significant operating and capital expenditures and, as a result, we expect significant net losses in the future. We will need to generate significant revenues to achieve and maintain profitability. We may not be able to generate sufficient revenues to achieve profitable operations.

Because we are a development stage company, we have limited revenues to sustain our operations.

We are a development stage company that is currently developing our business. To date, we have only generated very limited revenues. The success of our business operations will depend upon our ability to obtain clients and provides quality services to those clients. We are not able to predict whether we will be able to develop our business and generate significant revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable operations, then our business will fail.
 
We may not be able to compete effectively with other providers that have more resources and experience than we have.

Our industry is significantly competitive. We have competitors that provide some or all of the services we provide and who are larger and have more resources than we do. Many of our competitors have significantly greater financial, human and marketing resources than we have. As a result, such competitors may be able to respond more quickly to new trends and changes in customer demands. Such competitors may also be able to devote greater resources to the development, promotion, sale, and support of their services than we do. If we do not compete effectively with current and future competitors, we may be unable to secure new and renewed client contracts, or we may be required to reduce our rates in order to complete effectively. This could result in a reduction in our revenues, resulting in lower earnings or operating losses.

 
6

 
 
Our officers and directors are engaged in other activities that could conflict with our interests. Therefore, our officers and directors may not devote sufficient time to our affairs, which may affect our ability to conduct marketing activities and generate revenues.

The individuals serving as our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. As a result, conflicts of interest between us and the other activities of those entities may occur from time to time, in that our officers and directors shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which he may be or become involved and our affairs.

As a service oriented business, we depend on the efforts and abilities of our management to continue operations.

Our management is our only employees with experience relevant to business. Outside demands on our management’s time may prevent them from devoting sufficient time to our operations. In addition, the demands on their time will increase because of our status as a public company.   The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements.  We cannot guaranty that our management will remain with us.

Our auditors have expressed substantial doubt regarding our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues, or if we do not raise sufficient funds in this offering.

We have recently generated minimal revenues from our operations.  In the absence of significant sales and profits, we will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities.  However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, such as the funds we are attempting to raise in this offering, or that such funds, if available, will be obtainable on terms satisfactory to us.  If we do not raise sufficient funds in this offering, we may not be able to continue in business.  As a result, our auditors believe that substantial doubt exists about our ability to continue operations.

The costs to meet our reporting requirements as a public company subject to the Exchange Act of ’34 will be substantial and may result in us having insufficient funds to operate our business.

We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $50,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.
 
 
7

 
 
Risks Related to Owning Our Common Stock:
 
Our officers, directors and principal shareholders own approximately 88% of our outstanding shares of common stock, allowing these shareholders control matters requiring approval of our shareholders.

Our officers, directors and principal shareholders beneficially own, in the aggregate, approximately 88% of our outstanding shares of common stock.  Such concentrated control of the company may adversely affect the price of our common stock.  Our officers, directors and principal shareholders can control matters requiring approval by our security holders, including the election of directors.
 
We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares.
 
There is no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.
 
Our common stock may be subject to penny stock regulations which may make it difficult for investors to sell their stock.

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny stock market.  The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  If our common stock becomes subject to the penny stock rules, holders of our shares may have difficulty selling those shares.

Item 1B. Unresolved Staff Comments.
 
None.

Item 2. Properties.

Property held by us. As of December 31, 2009 and 2008, we held no real property. We do not presently own any interests in real estate.
 
Our Facilities. Our executive, administrative and operating offices are located at 1683 Duarte Drive, Henderson, Nevada, 89014. Brittany Prager, our president, secretary and one of our directors, provides approximately 200 square feet of office space to us at no charge. Our financial statements reflect, as occupancy costs, the fair market value of that space, which is approximately $200 per month. That amount has been included in the financial statements as additional capital contribution by Ms. Prager. We do not have a written lease or sublease agreement with Ms. Prager. Ms. Prager does not expect to be paid or reimbursed for providing office facilities.  We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. We do not own any real estate.

Item 3. Legal Proceedings.

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

Item 4. Submission of Matters to Vote of Security Holders.

Not applicable.
 
 
8

 
PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information.  In September 2007, our common stock became eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “BLSM”. As of April 12, 2010, no shares of our common stock have traded.

Reports to Security Holders. We are a reporting company with the Securities and Exchange Commission, or SEC.  The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

As of April 12, 2010, there were 37 record holders of our common stock.

There are no outstanding shares of our common stock which can be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. We have not agreed to register for sale any shares of common stock held any of our shareholders.

There have been no cash dividends declared on our common stock.  Dividends are declared at the sole discretion of our Board of Directors.

No Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan.  We also do not have an equity compensation plan and do not plan to implement such a plan.

Recent Sales of Unregistered Securities. There have been no sales of unregistered securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:

In November 2006, we issued 2,000,000 shares of our common stock to Brittany Prager and 2,000,000 shares of our common stock to Gary Prager, who were our founders and our officers and directors at inception.  These shares were issued in exchange for cash of $4,000, or $.001 per share. The shares were issued in a transaction which we believe satisfies the requirements of that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, which exemption is specified by the provisions of Section 4(2) of that act. We believe that our founders had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. In addition, our founders had sufficient access to material information about us because they also served as our officers and directors.
 
Use of Proceeds of Registered Securities. There were no sales or proceeds during the calendar year ended December 31, 2009, for the sale of registered securities, except for the following:

We filed a Registration Statement on Form SB-2 to sell 4,000,000 shares of our common stock at a purchase price of $0.10 per share in a direct public offering. The Registration Statement on Form SB-2 became effective in March 2007. On June 30, 2007, we issued 315,500 shares of our common stock to unrelated investors for cash of $31,550 pursuant to our Registration Statement on Form SB-2. On July 23, 2007, we issued 200,000 shares of our common stock to unrelated investors for cash of $20,000 pursuant to our Registration Statement on Form SB-2. We have used those proceeds for working capital.

 
9

 
Penny Stock Regulation.  Trading of our securities will be in the over-the-counter markets which are commonly referred to as the “pink sheets” or on the OTC Bulletin Board. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of the securities offered.

Shares of our common stock will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

·  
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·  
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
·  
a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
·  
a toll-free telephone number for inquiries on disciplinary actions;
·  
definitions of significant terms in the disclosure document or in the conduct of  trading in penny stocks; and
·  
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·  
the bid and offer quotations for the penny stock;
·  
the compensation of the broker-dealer and its salesperson in the transaction;
·  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·  
monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Purchases of Equity Securities. None during the period covered by this report.
 
 
10

 
Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.

Critical Accounting Policy and Estimates. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009. The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2009.
 
For the year ended December 31, 2009 compared to the year ended December 31, 2008.

Results of Operations

Revenues. We had no revenues for the year ended December 31, 2009, as compared no revenues for the year ended December 31, 2008.  Our ability to generate revenues has been significantly hindered by our lack of capital. We hope to generate revenues as we implement our business plan.

Operating Expenses. For the year ended December 31, 2009, our total operating expenses were $42,765, as compared to total operating expenses of $46,585 for the year ended December 31, 2008. For the year ended December 31, 2009, our total operating expenses consisted of professional fees of $39,217, which is attributed to the increased legal expenses and accounting expenses related to being a public company, and general and administrative expenses of $3,548. By comparison, for the year ended December 31, 2008, our total operating expenses consisted of professional fees of $42,016 and general and administrative expenses of $4,569. The decrease in professional fees from 2008 to 2009 was primarily attributed to reduced legal costs and 2009 included legal costs related to us becoming public company.  We expect that we will continue to incur significant legal and accounting expenses related to being a public company.

 
11

 
 
Net Loss.  For the year ended December 31, 2009, our net operating loss was $42,765 and our net loss was $45,207 after our interest expense of $2,442, as compared to the year ended December 31, 2008, in which our net operating loss was $48,345 and our net loss was $48,345 after our interest expense of $1,760.  We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

Liquidity and Capital Resources. We had cash of $947 as of December 31, 2009, which equals our total current assets of $947 as of that date. We had cash of $9,407 as of December 31, 2008, which equals our total current assets of $9,407 as of that date. The decrease in the amount of our cash from 2008 to 2009 is due to in our inability to generate revenues and our inability to raise additional capital. We hope to obtain significant revenues from future sales of our services.  We are also seeking to raise additional funds to meet our working capital needs principally through the sales of our securities.  

As of December 31, 2009, our total assets of $2,503 included our current assets of $947, and property and equipment of $1,556, net of $1,500 accumulated depreciation.   By comparison, as of December 31, 2008, we had total assets of $11,574, including our current assets of $9,407, and property and equipment of $2,167, net of $889 accumulated depreciation.

Our current liabilities were $112,945 as of December 31, 2009, which was represented by accounts payable of $77,945 and a loan from stock holders of $35,000, including $22,000 from Gary Prager, our officer, principal shareholder and one of our directors.   On April 20, 2009, we entered into a note payable with a stockholder in the amount of $6,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.  On July 13, 2009, we entered into a note payable with a stockholder in the amount of $5,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.  On November 14, 2009, we entered into a note payable with a stockholder in the amount of $2,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum. On March 8, 2010, we entered into a note payable with a stockholder in the amount of $4,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

As of December 31, 2008, our current liabilities were $79,209, which was represented by accounts payable of $57,209 and the loan of $22,000 from Gary Prager.  The note bears interest at 8% and was due upon demand, no later than December 28, 2007.  The loan agreement was amended to extend the due date of the loan to January 28, 2011. Mr. Prager advanced those funds to us for working capital.  We had no other liabilities and no long term commitments or contingencies as of December 31, 2009.

In November 2006, we sold 2,000,000 shares of our common stock to Brittany Prager and 2,000,000 shares of our common stock to Gary Prager, who were our founders and were our officers and directors at inception. These shares were issued in exchange for cash of $4,000.

We filed a Registration Statement on Form SB-2 to sell 4,000,000 shares of our common stock at a purchase price of $0.10 per share in a direct public offering. The Registration Statement on Form SB-2 became effective in March 2007. On June 30, 2007, we issued 315,500 shares of our common stock to unrelated investors for cash of $31,550 pursuant to our Registration Statement on Form SB-2. On July 23, 2007, we issued 200,000 shares of our common stock to unrelated investors for cash of $20,000 pursuant to our Registration Statement on Form SB-2. We have used all of those proceeds for working capital.

During 2010, we expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

 
12

 
 
Our Plan of Operation for the Next Twelve Months.  During 2007, we raised $51,550 pursuant to our Registration Statement on Form SB-2. We have used all of those proceeds for working capital. We had hoped to use some of the proceeds to begin marketing and promoting our services as well as conducting market research but we have been unable to conduct marketing activities.

To date, we have experienced significant difficulties in generating revenues and raising additional capital. We believe our inability to raise significant additional capital through debt or equity financings is due to various factors, including, but not limited to, a tightening in the equity and credit markets as well the general turmoil in the capital markets. We had hoped to market our services during the last twelve months. However, our ability to market our services has been negatively affected by our inability to raise significant capital and our inability to generate significant revenues. Our failure to market and promote our services will hinder our ability to increase the size of our operations and generate additional revenues. If we are not able to generate additional revenues that cover our estimated operating costs, our business may ultimately fail.

During the next three to six months, our primary objective is to begin obtaining clients so that we generate revenues to support our operations. During the next six to twelve months, we hope to expand our operations and service several accounts. We will need to raise additional capital to fund all of our proposed business activities and fully implement our business plan.

We have cash of $947 as of December 31, 2009. In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. In order to implement our business plan in the manner we envision, we will need to raise additional capital in addition to the funds that we recently raised.  We cannot guaranty that we will be able to raise additional funds. Moreover, in the event that we can raise additional funds, we cannot guaranty that additional funding will be available on favorable terms. In the event that we experience a shortfall in our capital, we hope that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months.

As a result of our difficulties in generating revenues and raising additional capital, we also intend to explore acquiring smaller companies with complementary businesses. Accordingly, over the next six months, we intend to research potential opportunities for us to acquire smaller companies with complementary businesses to our business and other companies that may be interested in being acquired by us or entering into a joint venture agreement with us. As of the date of this report, we have identified a potential acquisition and we have conducted informal negotiations with that party. We cannot guaranty that we will acquire or enter into any formal agreement with that party, or that in the event that we acquire that entity, this acquisition will increase the value of our common stock. We hope to use our common stock as payment for any potential acquisitions.

We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  However, if our level of operations increases beyond the level that our current staff can provide, then we may need to supplement our staff in this manner.

Because we have limited operations and assets, we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we have checked the box on the cover page of this report that specifies we are a shell company.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

 
13

 
Item 8. Financial Statements and Supplementary Data.

The financial statements required by Item 8 are presented in the following order:
 

 
TABLE OF CONTENTS


 
Report of Independent Registered Public Accounting Firm
 
 
 15
 
Balance Sheets 
 
 
 17
 
Statements of Operations
 
 
 18
 
Statements of Changes in Stockholders’ Deficit
 
 
 19
 
Statements of Cash Flows
 
   20
Notes to Financial Statements
 
 
 21
 

 

 
14

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
BLS Media, Inc.

We have audited the accompanying balance sheet of BLS Media, Inc. (a development stage company) as of December 31, 2009, and the related statements of operations, changes in stockholder’s equity (deficit) and cash flows for the year then ended and for the period from inception (October 31, 2006) through December 31, 2009.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of BLS Media, Inc., as of December 31, 2008 were audited by other auditors,  whose report dated March 19, 2009, on those statements included an explanatory paragraph that described the uncertainty of the Company's ability to continue as a going concern discussed in Note 2 to the financial statements.

We conducted our audit 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.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BLS Media, Inc. as of December 31, 2009, and the results of its operations and its cash flows for the year then ended and for the period from inception (October 31, 2006) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred recurring operating losses and has an accumulated deficit.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments may result from the outcome of this uncertainty.

Q Accountancy Corporation

/s/ Q Accountancy Corporation
Laguna Niguel, California
April 9, 2010
 

 
15

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
BLS Media, Inc.
Henderson, Nevada

We have audited the accompanying balance sheets of BLS Media, Inc. (a development stage company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period from inception (October 31, 2006) through December 31, 2008. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BLS Media, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended and for the period from inception (October 31, 2006) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 2, the Company has incurred recurring operating losses and has an accumulated deficit.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Mendoza Berger & Company LLP

Irvine, California
March 19, 2009
 

 
16

 
BLS MEDIA, INC.
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 2009 AND 2008


ASSETS

   
2009
   
2008
 
Current assets
           
Cash
  $ 947     $ 9,407  
                 
Total current assets
    947       9,407  
                 
Property and equipment, net of $1,500 and $889
   accumulated depreciation, respectively
    1,556       2,167  
                 
Total assets
  $ 2,503     $ 11,574  


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
           
Accounts payable and accrued expenses
  $ 77,945     $ 57,209  
Loans from stockholders
    35,000       22,000  
                 
Total current liabilities
    112,945       79,209  
                 
Stockholders’ deficit
               
Common stock, $.001 par value; 100,000,000 shares authorized, 4,515,500 shares issued and outstanding
      4,516         4,516  
Additional paid-in capital
    58,634       56,234  
Deficit accumulated during the development stage
    (173,592 )     (128,385 )
                 
Total stockholders’ deficit
    (110,442 )     (67,635 )
                 
Total liabilities and stockholders’ deficit
  $ 2,503     $ 11,574  




See Notes to Financial Statements.
 
17

 
BLS MEDIA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS



   
For the Year ended December 31,
2009
   
For the Year Ended
December 31,
2008
   
For the Period from Inception
(October 31, 2006) through
December 31,
2009
 
 
Net revenue
  $ -     $ -     $ 403  
                         
Operating expenses
                       
Legal and professional
    39,217       42,016       155,189  
   General and Administrative
    3,548       4,569       12,824  
                         
Total operating expenses
    42,765       46,585       168,013  
                         
Net operating loss
    (42,765 )     (46,585 )     (167,610 )
                         
Interest expense
    (2,442 )     (1,760 )     (5,982 )
                         
Loss before income taxes
    (45,207 )     (48,345 )     (173,592 )
                         
Provision for income taxes
    -       -       -  
                         
                         
Net loss
  $ (45,207 )   $ (48,345 )   $ (173,592 )
                         
 
Net loss per common share – basic and diluted
  $ (0.01 )   $ (0.01 )   $ (0.04 )
                         
Weighted average of common
   shares – basic and diluted
    4,515,500       4,515,500       4,404,051  





See Notes to Financial Statements.
 
18

 
BLS MEDIA, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM INCEPTION (OCTOBER 31, 2006)
THROUGH DECEMBER 31, 2009


               
Deficit
     
   
Common Stock
         
Accumulated
     
   
Number of Shares
   
Amount
   
Additional Paid-In
Capital
   
During Development Stage
 
Total Stockholders’ Equity (Deficit)
 
                               
Balance, October 31, 2006
    -     $ -     $ -     $ -     $ -  
                                         
Issuance of common stock, November 1, 2006
    4,000,000       4,000       -       -       4,000  
                                         
Additional paid-in capital in exchange for facilities provided by related party
    -       -       400       -       400  
                                         
Net loss
    -       -       -       (11,014 )     (11,014 )
                                         
Balance, December 31, 2006 (Audited)
    4,000,000       4,000       400       (11,014 )     (6,614 )
                                         
Issuance of common stock for cash,
   June 30, 2007
    315,500       316       31,234       -       31,550  
                                         
Issuance of common stock for cash,
   July  23, 2007
    200,000       200       19,800       -       20,000  
                                         
Additional paid-in capital in exchange for facilities provided by related party
    -       -       2,400       -       2,400  
                                         
Net loss
    -       -       -       (69,026 )     (69,026 )
                                         
Balance, December 31, 2007
    4,515,500       4,516       53,834       (80,040 )     (21,690 )
                                         
Additional paid-in capital in exchange for facilities provided by related party
    -       -       2,400       -       2,400  
                                         
Net loss
    -       -       -       (48,345 )     (48,345 )
                                         
Balance, December 31, 2008
    4,515,500       4,516       56,234       (128,385 )     (67,635 )
                                         
Additional paid-in capital in exchange for facilities provided by related party
    -       -       2,400       -       2,400  
                                         
Net loss
    -       -       -       (45,207 )     (45,207 )
                                         
Balance, December 31, 2009
    4,515,500     $ 4,516     $ 58,634     $ (173,592 )   $ (110,442 )

See Notes to Financial Statements.
 
19

 
BLS MEDIA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS



   
 
For the Year Ended
December 31, 2009
   
For the Year Ended
December 31, 2008
   
For the Period from Inception
(October 31, 2006) through
December 31, 2009
 
Cash flows from operating activities
                 
Net loss
  $ (45,207 )   $ (48,345 )   $ (173,592 )
Adjustments to reconcile net loss to net cash used in operating activities
                       
Additional paid-in capital in exchange for facilities provided by related party
    2,400       2,400       7,600  
Depreciation
    611       556       1,500  
Changes in operating assets and liabilities
                       
(Increase) in prepaid expenses
    -       5,417       -  
Increase in accounts payable and accrued  expenses
    20,736       12,075       77,945  
                         
Net cash used in operating activities
    (21,460 )     (27,897 )     (86,547 )
                         
Cash flows from investing activities
                       
Purchase of property and equipment
    -       (949 )     (3,056 )
                         
Net cash used by investing activities
    -       (949 )     (3,056 )
                         
Cash flows from financing activities
                       
Proceeds from issuance of stockholder loan
    -       -       22,000  
Proceeds from issuance of loan
    13,000       -       13,000  
Proceeds from issuance of common stock
    -               55,550  
                         
Net cash provided by financing activities
    13,000       -       90,550  
                         
Net increase in cash
    (8,460 )     (28,846 )     947  
                         
Cash, beginning of period
    9,407       38,253       -  
                         
Cash, end of period
  $ 947     $ 9,407     $ 947  
                         
                         
Supplemental disclosure of cash flow
   information
                       
Income taxes paid
  $ -     $ -     $ -  
                         
Interest paid
  $ -     $ -     $ -  


See Notes to Financial Statements. 
 
20

 
BLS MEDIA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009


1.  
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

BLS Media, Inc. (the Company) is currently a development stage company under the provisions of the FASB Accounting Standards Codification (ASC) No. 915, “Development Stage Entities”, and was incorporated under the laws of the State of Nevada on October 31, 2006.  Since inception, the Company has produced minimal revenues and will continue to report as a development stage company until significant revenues are produced.

The Company is a full service video production and media relations company that specializes in providing customized video production services, public relations services and copy editing services to businesses.

The Company has evaluated subsequent events through April 9, 2010, the date these financial statements were issued.

Use of Estimates

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

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Pursuant to ASC No. 825, “Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.
 
Property and Equipment

Property and equipment, if any, are stated at cost.  Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are changed to expense as incurred.

Revenue Recognition

Revenue is to be recognized from sales of its services when (a) persuasive evidence of a sale with a customer exists, (b) services are rendered, (c) fee is fixed or determinable, and (d) collection of the fee is reasonably assured.

 
21

 


1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Income Taxes

The Company accounts for income taxes under ASC No. 740, “Accounting for Income Taxes”.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  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.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

The Company applies ASC No. 220, “Comprehensive Income” (ASC 220).  ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements.  From inception (October 31, 2006) through December 31, 2009, the Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.
 
Basic and Diluted Income (Loss) Per Share

In accordance with ASC No. 260, “Earnings Per Share”, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding.  Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of December 31, 2009, the Company did not have any equity or debt instruments outstanding that could be converted into common stock.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105).  ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature.  ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure.  Also included is relevant SEC guidance organized using the same topical structure in separate sections.  The Company adopted ASC 105 on July 1, 2009.  The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.

On April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s results of operations or financial condition.



 
22

 

 
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (continued)

On April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition.

On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU 2009-13).  ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method.  ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 to have a material impact on the Company’s results of operations or financial condition.
 
2.           GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a net operating loss of ($173,592) from inception (October 31, 2006) through December 31, 2009. The Company is subject to those risks associated with development stage companies.  The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to support operations.  However, there is no assurance that the Company will be able to obtain additional financing.  Furthermore, there is no assurance that rapid technological changes, changing customer needs and evolving industry standards will enable the Company to introduce new products on a continual and timely basis so that profitable operations can be attained.
 

 
 
23

 
3.         FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements
 
On January 1, 2008, the Company adopted FASB Accounting Standards Codification No. 820 (ASC 820), Fair Value Measurements.  ASC 820 relates to financial assets and financial liabilities.
 
Determination of Fair Value
 
At December 31, 2009, the Company calculated the fair value of its assets and liabilities for disclosure purposes only.
 
Valuation Hierarchy
 
ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:

  •
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
  •
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
  •
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)
 
 
 
24

 
 
 
3.         FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Fair Value Measurements (continued)
 
 
The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008:
 
     
December 31, 2009
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Assets
                       
 
  Cash
 
$
947
   
$
-
   
$
-
   
$
947
 
 
Liabilities
                               
 
  Accounts payable and accrued expenses
   
-
     
-
     
77,945
     
77,945
 
 
  Loans from stockholders
   
-
     
-
     
35,000
     
35,000
 
     
$
947 
   
$
-
   
$
112,945
   
$
113,892
 
 
     
December 31, 2008
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Assets
                       
 
  Cash
 
$
9,407
   
$
-
   
$
-
   
$
9,407
 
 
Liabilities
                               
 
  Accounts payable and accrued expenses
   
-
     
-
     
57,209
     
57,209
 
 
  Loan from stockholder
   
-
     
-
     
22,000
     
22,000
 
     
$
9,407
   
$
-
   
$
79,209
   
$
88,616
 

 
 
25

 
 
4.           ACCRUED EXPENSES

Accrued Wages and Compensated Absences

The Company currently does not have any employees.  The majority of development costs and services have been provided to the Company by the founders and outside, third-party vendors.  As such, there is no accrual for wages or compensated absences as of December 31, 2009.
 
5.           LOANS FROM STOCKHOLDERS

The Company has an outstanding note payable with a stockholder in the amount of $22,000.  Per the terms of the note, this loan was due in one lump-sum payment on December 28, 2007, together with interest that accrues at the rate of 8% per annum.  The loan funds are to be used for working capital purposes.  The loan agreement was amended to extend the due date of the loan to January 28, 2011.

On April 20, 2009, the Company entered into a note payable with a stockholder in the amount of $6,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On July 13, 2009, the Company entered into a note payable with a stockholder in the amount of $5,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On November 14, 2009, the Company entered into a note payable with a stockholder in the amount of $2,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

6.           COMMON STOCK

On November 1, 2006, the Company issued 4,000,000 shares of its common stock to its officers for cash of $4,000 which was considered a reasonable estimate of fair value.

On June 30, 2007, the Company issued 315,500 shares of its common stock to unrelated investors for cash of $31,550 pursuant to the Company’s Registration Statement on Form SB-2.

On July 23, 2007, the Company issued 200,000 shares of its common stock to unrelated investors for cash of $20,000 pursuant to the Company’s Registration Statement on Form SB-2.

 
26

 
 
7.           PROVISION FOR INCOME TAXES

As of December 31, 2009, the Company had federal net operating loss carryforwards of approximately ($170,000), which can be used to offset future federal income tax.  The federal and state net operating loss carryforwards expire at various dates through 2029.  Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.
 
Deferred income taxes are reported using the liability method.  Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A summary of the Company’s deferred tax assets as of December 31, 2009 and 2008 are as follows:
     
2009
   
2008
 
                   
 
Federal net operating loss (@ 25%)
 
$
42,500
   
$
31,000
 
 
Less:  valuation allowance
   
(42,500
)
   
(31,000
)
                   
 
Net deferred tax asset
 
$
---
   
$
---
 

The valuation allowance increased $11,500 and $11,500 for the years ended December 31, 2009 and 2008, respectively.
 
8.         RELATED PARTY TRANSACTIONS

From the Company’s inception (October 31, 2006) through December 31, 2009, the Company utilized office space of an officer and stockholder at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $200 per month to operations.  For the years ended December 31, 2009 and 2008, the Company recorded rent expense of $2,400 and $2,400, respectively.

 
27

 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-K, except for the following:
 
On March 30, 2010, we dismissed Mendoza Berger & Company, LLP (“Mendoza”) as our principal accountant effective on such date. The reports of Mendoza on our financial statements for fiscal years 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, were not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception of a qualification with respect to uncertainty as to our ability to continue as a going concern. We engaged Q Accountancy Corporation (“QAC”) as its new principal accountant effective as of March 30, 2010. The decision to change accountants was recommended and approved by our Board of Directors.

During fiscal years 2009 and 2008, and the subsequent interim period through March 30, 2010, the date of dismissal, there were no disagreements with Mendoza on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of Mendoza, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

We engaged QAC as our new independent accountant as of March 30, 2010.  During fiscal years 2009 and 2008, and the subsequent interim period through March 30, 2010, we nor anyone on our behalf engaged QAC regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a “disagreement” or a “reportable event,” both as such terms are defined in Item 304 of Regulation S-K.

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of December 31, 2009, the date of this report, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective.

 
28

 
 
Management's annual report on internal control over financial reporting.

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

·
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting 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.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2009.   In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer believe that, as of December 31, 2009, our internal control over financial reporting is not effective based on those criteria, due to the following:
 
·
   lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
 
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this report.
 
Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
None.
 
29

 
 
PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors. Each of our officers is elected by the board of directors for a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. Our directors and principal executive officers are as specified on the following table:

Name
Age
Position
Brittany Prager
33
president, secretary and a director
Gary Prager
37
chief financial officer and a director

Brittany Prager. Ms. Prager is our president, secretary and one of our directors since our inception.  From 2005 to the present, Ms. Prager has been the Assistant Program Manager for Clark County READS, the literacy initiative of The Public Education Foundation, where she is responsible for overseeing the Reading Is Fundamental Program, serving more than 24,000 at-risk students in the Clark County School District.  She also recruits and trains adult reading volunteers for the Reading Partner Program, coordinates special events, and writes grants to fund many of Clark County READS' literacy programs. From 2003 to 2005, Ms. Prager taught Interpersonal Communication, Television Production, and Public Speaking at the University of Nevada, Las Vegas while obtaining her Master of Arts degree in Communication Studies.  She graduated Magna Cum Laude in 2005. Ms. Prager worked as Account Executive for MassMedia/Vanguard Public Relations, Marketing, and Advertising from 2002 to 2003, where she oversaw media and client relations for 13 organizations, including Colonial Bank of Nevada, Goodwill Industries of Southern Nevada, and the National Association for Industrial and Office Properties. Ms. Prager also has a background in television news.  From 1999 to 2002, she was a Television News Producer for the local Las Vegas FOX affiliate, KVVU FOX5 News.  She produced the evening and early morning newscasts and created promotional materials for the news station. Ms. Prager graduated from the University of Nevada, Las Vegas in 1999 with a Bachelor of Arts degree in Communication Studies.   Ms. Prager has not been a director of any other reporting company.

Gary Prager. Mr. Prager has been our chief financial officer and one of our directors since our inception.  Mr. Prager has been an integral part of the local Las Vegas FOX affiliate, KVVU FOX5 News, since 1998, when he was originally hired as a Director to conceive their news programming.  He was promoted to Production Manager in 2002.   As Production Manager, he is currently responsible for supervising and maintaining the budget and payroll for a 20-member production crew, as well as directing three hours of daily, live, local news and entertainment programming.  He also oversees the production of client commercials, promotional materials, and various community affairs programs and special events.   From to 1995 to 1998, Mr. Prager worked as a Director for the local Las Vegas ABC affiliate, KTNV Channel 13, where he worked as a director/production supervisor. He also produced and directed commercials for Las Vegas advertisers. Mr. Prager graduated from the University of Nevada, Las Vegas in 1995 with Bachelor of Arts degree in Communication Studies. Mr. Prager is not an officer or director of any other reporting company.

Brittany Prager is the spouse of Gary Prager. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

 
30

 
 
Section 16(a) Beneficial Ownership Reporting Compliance. We believe that our officers, directors, and principal shareholders have filed all reports required to be filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities).

Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.

Audit Committee. Presently, the board of directors acts as the audit committee. The board of directors does not have an audit committee financial expert. The board of directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.
forwarded to the board of directors for further review and consideration. The board of directors will not evaluate candidates proposed by stockholders any differently than other candidates.

Compensation Committee. The board of directors has no compensation committee.   

Nominating Committee.  Our entire board of directors participates in consideration of director nominees. The board of directors will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer.  The board of directors will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the board of directors' need for operational, management, financial, international, technological or other expertise. The board of directors will interview candidates that meet the criteria and then select nominees that board of directors believes best suit our needs.

The board of directors will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary, at 1683 Duarte Drive, Henderson, Nevada 89014. Submissions that are received that meet the criteria described above will be

 
31

 
 
Item 11. Executive Compensation

Summary Compensation Table.  The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officer and our only other executive officer during the years ending December 31, 2009 and 2008.

Name and Principal Position
Year Ended
Salary
$
Bonus
$
Stock Awards
$
Option Awards
$
Non-Equity Incentive Plan Compensation
$
Nonqualified Deferred Compensation Earnings $
All Other Compensation
$
Total
$
Brittany Prager president, secretary
2009
None
None
None
None
None
None
None
None
 
2008
None
None
None
None
None
None
None
None
Gary Prager, chief financial officer
2009
None
None
None
None
None
None
None
None
 
2008
None
None
None
None
None
None
None
None
 
 
None of our officers and/or directors currently receives any compensation for their respective services rendered to the Company. Officers and directors have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated sufficient revenues from our operations.

Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation on October 31, 2006.

Long-Term Incentive Plans. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

Employment Contracts and Termination of Employment. We do not anticipate that we will enter into any employment contracts with any of our employees. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).
 
Outstanding Equity Awards at Fiscal Year-end. As of the year ended December 31, 2009, the following named executive officer had the following unexercised options, stock that has not vested, and equity incentive plan awards:

Option  Awards
Stock Awards
 Name
Number of Securities Underlying Unexercised Options
# Exercisable
# Un-exercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock Not Vested
Market Value of Shares or Units  Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Nested
Value of Unearned Shares, Units or Other Rights Not Vested
Brittany Prager president, secretary
0
0
0
0
0
0
0
0
0
Gray Prager, chief financial officer
0
0
0
0
0
0
0
0
0

Director Compensation. Our directors received the following compensation for their service as directors during the fiscal year ended December 31, 2009:

Name
Fees Earned or Paid in Cash
Stock Awards
$
Option Awards
$
Non-Equity Incentive Plan Compensation
$
Non-Qualified Deferred Compensation Earnings
$
All Other Compensation
$
Total
$
Brittany Prager
0
0
0
0
0
0
0
Gary Prager
0
0
0
0
0
0
0
 
 
 
32

 
 
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 April 12, 2010, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of Class
 
Common Stock
 
Brittany Prager
1683 Duarte Drive
Henderson, NV 89014
 
2,000,000 shares(1) president, secretary, director
 
44%
 
Common Stock
 
Gary Prager
1683 Duarte Drive
Henderson, NV 89014
 
2,000,000 shares(1)
chief financial officer, director
 
44%
 
Common Stock
 
All directors and named executive officers as a group
 
4,000,000 shares
 
88%
(1) Brittany Prager, our president, secretary and director, who owns 2,000,000 shares, is married to Gary Prager, our chief financial officer and director, who owns 2,000,000 shares. Therefore, each beneficially owns 4,000,000 shares of common stock, which equals approximately 88% of our issued and outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Changes in Control.  Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

No Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan.  We also do not have an equity compensation plan and do not plan to implement such a plan.
 
 
 
33

 
Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships. Brittany Prager is the spouse of Gary Prager.

Related Party Transactions. In November 2006, we issued 2,000,000 shares of our common stock to Brittany Prager and 2,000,000 shares of our common stock to Gary Prager, who were our founders and were our officers and directors at inception.  These shares were issued in exchange for cash of $4,000, or $0.001 per share.

From our inception through December 2006, Brittany Prager, our president, secretary and one of our directors, provides approximately 200 square feet of office space to us at no charge. Our financial statements reflect, as occupancy costs, the fair market value of that space, which is approximately $200 per month. For the years ended December 31, 2009 and 2008, we recorded rent expense of $2,400 and $2,400, respectively.

On December 28, 2006, we executed an unsecured promissory note in exchange for $22,000 from Gary Prager, our chief financial officer.  The note bears interest at 8% and is due upon demand, no later than December 28, 2007.  The loan agreement was amended to extend the due date of the loan to December 28, 2008. On January 27, 2009, the loan agreement was amended to extend the due date of the loan to January 28, 2010.

We have an outstanding note payable with a stockholder in the amount of $22,000.  Per the terms of the note, this loan was due in one lump-sum payment on December 28, 2007, together with interest that accrues at the rate of 8% per annum.  The loan funds are to be used for working capital purposes.  The loan agreement was amended to extend the due date of the loan to January 28, 2011.

On April 20, 2009, we entered into a note payable with a stockholder in the amount of $6,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On July 13, 2009, we entered into a note payable with a stockholder in the amount of $5,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On November 14, 2009, we entered into a note payable with a stockholder in the amount of $2,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On March 8, 2010, we entered into a note payable with a stockholder in the amount of $4,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

There are no written agreements for the transactions disclosed in this section.

We believe that each report transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

·  
disclose such transactions in prospectuses where required;
·  
disclose in any and all filings with the Securities and Exchange Commission, where required;
·  
obtain disinterested directors consent; and
·  
obtain shareholder consent where required.

Director Independence.  Members of our Board of Directors are not independent as that term is defined by defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

 
34

 
 
Item 14. Principal Accountant Fees and Services.
 
Audit Fees. The aggregate fees billed in the fiscal year ended December 31, 2009 and 2008, respectively, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for that fiscal year was $17,513 and $21,650.
 
Audit-Related Fees. For the fiscal year ended December 31, 2009 and 2008, respectively we were billed a total of $2,000 and $1,813 by a separate accountant for consulting services in preparation for the annual audit and quarterly reviews of the financial statements.
 
Tax Fees. For the fiscal year ended December 31, 2009 and 2008, respectively, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $438 and $450 respectively. 
 
All Other Fees. None.
 
Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.
 
Item 15. Exhibits, Financial Statement Schedules.

(a)  
Financial Statements.

Included in Item 8

(b)  
Exhibits required by Item 601.

Exhibit No.       Description                                                                                                                     
3.1                     Articles of Incorporation*
3.2                     Bylaws*
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1
Certification of 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 Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  Included in Registration Statement on Form SB-2 filed on March 8, 2007.

 
35

 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  BLS Media, Inc.  
       
April 13, 2010
By:
/s/ Brittany Prager  
    Brittany Prager  
    President, secretary and a director  
    (Principal Executive Officer)   
     
       
April 13, 2010
By:
/s/ Gary Prager  
    Gary Prager  
    Chief financial officer, treasurer and a director  
    (Principal Financial and Accounting Officer)   


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
By: 
/s/ Brittany Prager
 
April 13, 2010
 
  Brittany Prager       
Its: 
President, secretary and a director
 
 
 
 
(Principal Executive Officer)
     
         
         
         
 
 
 
 
 
By: 
/s/ Gary Prager
  April 13, 2010   
  Gary Prager      
Its" 
Chief financial officer, treasurer and a director
 
 
 
 
(Principal Financial and Accounting Officer)
     

 
36
 

 

View differences made from one year to another to evaluate Coyote Resources, Inc.'s financial trajectory

Compare SEC Filings Year-over-Year (YoY) and Quarter-over-Quarter (QoQ)
Sample 10-K Year-over-Year (YoY) Comparison

Compare this 10-K Annual Report to its predecessor by reading our highlights to see what text and tables were  removed  ,   added    and   changed   by Coyote Resources, Inc..

Continue

Assess how Coyote Resources, Inc.'s management team is paid from their Annual Proxy

Definitive Proxy Statement (Form DEF 14A)
Screenshot example of actual Proxy Statement

Coyote Resources, Inc.'s Definitive Proxy Statement (Form DEF 14A) filed after their 2010 10-K Annual Report includes:

  • Voting Procedures
  • Board Members
  • Executive Team
  • Salaries, Bonuses, Perks
  • Peers / Competitors

Continue

Tools
Ticker: COYR
CIK: 1392121
Form Type: 10-K Annual Report
Accession Number: 0001469299-10-000105
Submitted to the SEC: Tue Apr 13 2010 5:12:53 PM EST
Accepted by the SEC: Tue Apr 13 2010
Period: Thursday, December 31, 2009
Industry: Advertising Agencies

External Resources:
Stock Quote
Social Media

Bookmark the Permalink:
https://last10k.com/sec-filings/coyr/0001469299-10-000105.htm