Attached files

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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

 
  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.

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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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
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.

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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


 
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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) 
 
 
 
 
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