Attached files
file | filename |
---|---|
EX-32.1 - BLS EX 32.1 09/30/09 - Coyote Resources, Inc. | blsform10ex321.htm |
EX-31.1 - BLS EX 31.1 09/30/09 - Coyote Resources, Inc. | blsform10qex311.htm |
EX-31.2 - BLS EX 31.2 09/30/09 - Coyote Resources, Inc. | blsform10qex312.htm |
EX-32.2 - BLS EX 32.2 09/30/09 - Coyote Resources, Inc. | blsform10ex322.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
For
the quarterly period ended September 30,
2009
|
o
|
For
the transition period from
____to____
|
Commission File Number: 000-52512
BLS Media,
Inc.
(Exact
name of small business issuer 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)
|
702-450-2163
|
|
(Issuer’s
Telephone Number)
|
|
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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. xYes No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes No
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). xYes oNo
As of November 13, 2009, there were
4,515,500 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
BLS
MEDIA, INC.
(A
Development Stage Company)
BALANCE
SHEETS
ASSETS
September
30, 2009
(Unaudited)
|
December
31, 2008
|
|||||||
Current
assets
|
||||||||
Cash
|
$ | 21 | $ | 9,407 | ||||
Total
current assets
|
21 | 9,407 | ||||||
Property
and equipment, net of $1,348 and $889
accumulated
depreciation, respectively
|
1,708 | 2,167 | ||||||
Total
assets
|
$ | 1,729 | $ | 11,574 |
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 72,361 | $ | 57,209 | ||||
Loans
from stockholders
|
33,000 | 22,000 | ||||||
Total
current liabilities
|
105,361 | 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
|
58,034 | 56,234 | ||||||
Deficit
accumulated during the development stage
|
(166,182 | ) | (128,385 | ) | ||||
Total
stockholders’ deficit
|
(103,632 | ) | (67,635 | ) | ||||
Total
liabilities and stockholders’ deficit
|
$ | 1,729 | $ | 11,574 |
See
accompanying notes to financial statements.
2
BLS
MEDIA, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(UNAUDITED)
For
the Three
Months
Ended
September
30, 2009
|
For
the Three Months Ended September 30, 2008
|
For
the Nine Months ended September 30, 2009
|
For
the Nine
Months
Ended
September
30, 2008
|
For
the Period from Inception
(October
31, 2006) through
September
30, 2009
|
||||||||||||||||
Net
revenue
|
$ | - | $ | - | $ | - | $ | - | $ | 403 | ||||||||||
Operating
expenses
|
||||||||||||||||||||
Legal
and professional
|
7,234 | 7,661 | 33,338 | 33,784 | 149,310 | |||||||||||||||
General
and Administrative
|
801 | 1,008 | 2,760 | 3,078 | 12,036 | |||||||||||||||
Total
operating expenses
|
8,035 | 8,669 | 36,098 | 36,862 | 161,346 | |||||||||||||||
Net
operating loss
|
(8,035 | ) | (8,669 | ) | (36,098 | ) | (36,862 | ) | (160,943 | ) | ||||||||||
Interest
expense
|
(701 | ) | (440 | ) | (1,699 | ) | (1,320 | ) | (5,239 | ) | ||||||||||
Loss
before income taxes
|
(8,736 | ) | (9,109 | ) | (37,797 | ) | (38,182 | ) | (166,182 | ) | ||||||||||
Provision
for income taxes
|
- | - | - | - | - | |||||||||||||||
Net
loss
|
$ | (8,736 | ) | $ | (9,109 | ) | $ | (37,797 | ) | $ | (38,182 | ) | $ | (166,182 | ) | |||||
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 | 4,515,500 | 4,515,500 | 4,394,414 |
See
accompanying notes to financial statements.
3
BLS
MEDIA, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR
THE PERIOD FROM INCEPTION (OCTOBER 31, 2006)
THROUGH
SEPTEMBER 30, 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 (Audited)
|
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 (Audited)
|
4,515,500 | 4,516 | 56,234 | (128,385 | ) | (67,635 | ) | |||||||||||||
Additional
paid-in capital in exchange for facilities provided by related
party
|
- | - | 1,800 | - | 1,800 | |||||||||||||||
Net
loss
|
- | - | - | (37,797 | ) | (37,797 | ) | |||||||||||||
Balance,
September 30, 2009 (Unaudited)
|
4,515,500 | $ | 4,516 | $ | 58,034 | $ | (166,182 | ) | $ | (103,632 | ) |
See
accompanying notes to financial statements.
4
BLS
MEDIA, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
For
the Nine Months Ended
September
30, 2009
|
For
the Nine Months Ended
September
30, 2008
|
For
the Period from Inception
(October
31, 2006) through
September
30, 2009
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$ | (37,797 | ) | $ | (38,182 | ) | $ | (166,182 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||||||
Additional
paid-in capital in exchange for facilities provided by related
party
|
1,800 | 1,800 | 7,000 | |||||||||
Depreciation
|
459 | 403 | 1,348 | |||||||||
Changes
in operating assets and liabilities
|
||||||||||||
(Increase)
in prepaid expenses
|
- | 5,417 | - | |||||||||
Increase
in accounts payable and accrued expenses
|
15,152 | 8,376 | 72,361 | |||||||||
Net
cash used in operating activities
|
(20,386 | ) | (22,186 | ) | (85,473 | ) | ||||||
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
|
11,000 | - | 11,000 | |||||||||
Proceeds
from issuance of common stock
|
- | 55,550 | ||||||||||
Net
cash provided by financing activities
|
11,000 | - | 88,550 | |||||||||
Net
increase in cash
|
(9,386 | ) | (23,135 | ) | 21 | |||||||
Cash,
beginning of period
|
9,407 | 38,253 | - | |||||||||
Cash,
end of period
|
$ | 21 | $ | 15,118 | $ | 21 | ||||||
Supplemental
disclosure of cash flow
information
|
||||||||||||
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
Interest
paid
|
$ | - | $ | - | $ | - |
See
accompanying notes to financial statements.
5
BLS
MEDIA, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
(UNAUDITED)
1.
|
NATURE OF OPERATIONS
AND BASIS OF PRESENTATION
|
Nature of
Operations
BLS
Media, Inc. (the Company) is currently a development stage company under the
provisions of ASC 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 November 13, 2009, the date
these financial statements were issued.
Basis of
Presentation
The
unaudited financial statements included herein have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 8 of Regulation S-X pursuant to the rules and regulations of the
Securities and Exchange Commission. They do not include all
information and notes required by generally accepted accounting principles for
complete financial statements. However, except as disclosed herein,
there have been no material changes in the information disclosed in the notes to
the audited consolidated financial statements included on Form 10-K of BLS
Media, Inc. for the year ended December 31, 2008. In the opinion of management,
all adjustments (including normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine
months ended September 30, 2009, are not necessarily indicative of the results
that may be expected for any other interim period or the entire
year. For further information, these unaudited financial statements
and the related notes should be read in conjunction with the Company’s audited
financial statements for the year ended December 31, 2008, included in the
Company’s annual report on Form 10-K.
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.
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.
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.
6
BLS
MEDIA, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
(UNAUDITED)
1. NATURE OF
OPERATIONS AND BASIS OF PRESENTATION (Continued)
Recent
Accounting Pronouncements (continued)
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 ($166,182) from inception (October 31, 2006) through September
30, 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.
3.
FAIR VALUE OF
FINANCIAL INSTRUMENTS
Fair Value
Measurements
On
January 1, 2008, the Company adopted FASB Accounting Standards Codification
No. 820, Fair Value
Measurements. ASC 820 relates to financial assets and
financial liabilities.
Determination
of Fair Value
At
September 30, 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.)
|
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 September 30, 2009
and December 31, 2008:
7
3. FAIR
VALUE OF FINANCIAL INSTRUMENTS (Continued)
Fair
Value Measurements (continued)
September 30,
2009
|
|||||||||||||||||
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||||
Assets
|
|||||||||||||||||
Cash
|
$
|
-
|
$
|
21
|
$
|
-
|
$
|
21
|
|||||||||
Liabilities
|
|||||||||||||||||
Accounts
payable
|
-
|
-
|
72,361
|
72,361
|
|||||||||||||
Loans
from stockholders
|
-
|
-
|
33,000
|
33,000
|
|||||||||||||
$
|
-
|
$
|
21
|
$
|
105,361
|
$
|
105,382
|
December
31, 2008
|
|||||||||||||||||
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||||
Assets
|
|||||||||||||||||
Cash
|
$
|
-
|
$
|
9,407
|
$
|
-
|
$
|
9,407
|
|||||||||
Liabilities
|
|||||||||||||||||
Accounts
payable
|
-
|
-
|
57,209
|
57,209
|
|||||||||||||
Loan
from stockholder
|
-
|
-
|
22,000
|
22,000
|
|||||||||||||
$
|
-
|
$
|
9,407
|
$
|
79,209
|
$
|
88,616
|
4. 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, 2010.
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.
5. 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.
6. PROVISION FOR INCOME
TAXES
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.
As of
September 30, 2009, the Company had federal net operating loss carryforwards of
approximately ($163,000), 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.
A summary
of the Company’s deferred tax assets as of September 30, 2009 and December 31,
2008 are as follows:
September
30, 2009
|
December
31, 2008
|
||||||||
Federal
net operating loss (@ 25%)
|
$
|
41,000
|
$
|
31,000
|
|||||
Less: valuation
allowance
|
(41,000
|
)
|
(31,000
|
)
|
|||||
Net
deferred tax asset
|
$
|
---
|
$
|
---
|
The
valuation allowance increased $10,000 for the nine months ended September 30,
2009.
7. RELATED PARTY
TRANSACTIONS
From the
Company’s inception (October 31, 2006) through September 30, 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 nine months ended September 30, 2009 and 2008,
the Company recorded rent expense of $1,800 and $1,800,
respectively.
8
Item 2. Plan of
Operation
This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
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.
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, 2008, together with notes thereto as previously filed with our
Annual Report on Form 10-K. In addition, these accounting policies
are described at relevant sections in this discussion and analysis and in the
notes to the financial statements included in our Quarterly Report on Form 10-Q
for the period ended September 30, 2009.
Liquidity and Capital
Resources. We had cash of $21 as of September 30, 2009, which
equals our total current assets as of that date. Our total assets of $1,729 as
of September 30, 2009, included our current assets of $21 and property and
equipment of $1,708, net of accumulated depreciation of $1,348.
Our
current liabilities were $105,361 as of September 30, 2009, which was
represented by accounts payable of $72,361, and loan payable to shareholders of
$33,000. One of those loans is for $22,000 and is payable to Gary Prager, our
officer, principal shareholder and one of our directors. The note to Gary Prager
bears interest at 8% and is due upon demand, and originally due no later than
December 28, 2007, but later amended to extend the due date of the loan to
January 28, 2010. Mr. Prager advanced those funds to us for working
capital. The other loans for $11,000 are payable to two of our
minority shareholders, are due
upon demand and accrues interest at the rate of 10% per
annum. We had no other liabilities and no long term
commitments or contingencies as of September 30, 2009.
During
2009, we expect that the legal and accounting costs of being a public company
will continue to impact our liquidity and we will 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.
9
For the three months ended
September 30, 2009 as compared to the three months ended September 30,
2008.
Results
of Operations.
Revenues. We had no revenues
for the three months ended September 30, 2009, as compared to no revenues
generated during the three months ended September 30, 2008. We hope
to generate revenues as we continue operations and implement our business
plan.
Operating Expenses. For the
three months ended September 30, 2009, our total operating expenses were $8,035,
as compared to total operating expenses of $8,669 for the three months ended on
September 30, 2008. The slight decrease in total operating expenses is primarily
due to the decrease in professional fees, which decreased from $7,661 for the
three months ended September 30, 2008 to $7,234 for the three months ended
September 30, 2009.
Net Loss. For the
three months ended September 30, 2009, our net loss was $8,736 after interest
expense of $701. This is in comparison to the three months ended on
September 30, 2008, where our net loss was $9,109 after interest expense of
$440. The decrease in our net loss between the two periods was due to
the decrease in professional fees incurred for the three months ended on
September 30, 2009, as discussed above.
For the nine months ended
September 30, 2009 as compared to the nine months ended on September 30,
2008.
Results
of Operations.
Revenues. We had no revenues
for the nine months ended September 30, 2009, as compared to no revenues
generated during the nine months ended September 30, 2008. We hope to
generate revenues as continue operations and implement our business
plan.
Operating Expenses. For the
nine months ended September 30, 2009, our total operating expenses were $36,098,
as compared to total operating expenses of $36,862 for the nine months ended on
September 30, 2008. A significant portion of our total operating expenses is
primarily due to the professional fees, which is attributed to the increased
legal expenses and accounting expenses related to being a public company. We
expect that we will continue to incur such expenses. For the nine months ended
September 30, 2009, we had legal and professional expenses of $33,338, and other
general and administrative expenses of $2,760. In comparison, for the nine
months ended on September 30, 2008, we had legal and professional expenses of
$33,784 and general and administrative expenses of $3,078.
Net Loss. For the
nine months ended September 30, 2009, our net loss was $37,797 after interest
expense of $1,699. This is in comparison to the nine months ended on
September 30, 2008, where our net loss was $38,182 after interest expense of
$1,320.
Our Plan of Operation for the Next
Twelve Months. During the last nine months, our ability to
execute our business plan has been significantly hindered by our inability to
raise additional capital. In order to implement our business plan in the manner
we envision, we will need to raise additional capital. If we are able to raise
additional capital, then we intend to pursue accounts by contacting small to
medium size companies that participate in the Las Vegas conventions. If we are
not able to raise additional capital or generate revenues that cover our
estimated operating costs, our business may ultimately fail.
We have
cash and cash equivalents of $21 as of September 30, 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.
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. We
had hoped to expand our operations during the last six months. However, our
ability to commence and expand operations has been negatively affected by our
inability to raise significant capital and our inability to generate significant
revenues. As a result of those difficulties, we 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 not identified any
potential acquisition or joint venture candidates. We cannot guaranty that we
will acquire or enter into any joint venture with any third party, or that in
the event that we acquire another 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.
Not
applicable.
Item 4. 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 recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of September 30, 2009, the date of this
report, our chief executive officer and the principal financial officer
concluded that our disclosure controls and procedures were
effective.
Item 4(T). Controls and
Procedures.
Changes in internal controls.
There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
10
PART
II — OTHER INFORMATION
Item 1. Legal
Proceedings.
None.
Item 1A. Risk
Factors.
Not
applicable.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults
Upon Senior Securities
None.
Item
4. Submission of Matters to Vote of Security
Holders
None.
Item 5. Other
Information
None.
Item
6. Exhibits
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
|
11
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BLS
Media, Inc.,
a
Nevada corporation
|
|||
November
13, 2009
|
By:
|
/s/ Brittany
Prager
|
|
Brittany
Prager
President
and a Director
(Principal
Executive Officer)
|
November
13, 2009
|
By:
|
/s/ Gary
Prager
|
|
Gary
Prager
Chief
Financial Officer and a Director
(Principal Financial
and Accounting Officer)
|
12