UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Blue Sun Media, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
7372
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(Primary Standard Industrial Classification Code Number)
27-3436055
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(I.R.S. Employer Identification Number)
Elise Travertini
349 W. Pine Street, Suite 4D, Central Point, OR 97502
541-499-1637
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
As soon as practicable after the effective date of this registration statement
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(Approximate date of commencement of proposed sale to the public)
This is the initial public offering of the Company's common stock.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Unit(2) Offering Price Fee(3)
- ------------- ------------- -------------- -------------- ------------
Common Stock
by Company 3,000,000 $0.01 $30,000 $3.48
(1) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $15,000.
(2) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
(3) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
PROSPECTUS
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3,000,000 SHARES OF COMMON STOCK
BLUE SUN MEDIA, INC.
$0.01 PER SHARE
This registration statement constitutes the initial public offering of Blue Sun
Media, Inc. (the "Company", "us", or "BSM") common stock. BSM is registering
3,000,000 shares of common stock at an offering price of $0.01 per share for a
total amount of $30,000. The Company will sell the securities in $500
increments. There are no underwritings or broker dealers involved with the
offering.
The Company will offer the securities on a best efforts basis and there will be
no minimum amount required to close the transaction. The Company's sole officer
and director, Ms. Elise Travertini, will be responsible to market and sell these
securities.
Currently, Ms. Travertini owns 100% of the Company's common stock. After the
offering, Ms. Travertini will retain a sufficient number of shares to continue
to control the operations of the Company.
If all the shares are not sold, there is the possibility that the amount raised
may be minimal and might not even cover the costs of the offering which the
Company estimates at $5,000. The proceeds from the sale of the securities will
be placed directly into the Company's account and there will not be an escrow
account. Since there is no escrow account, any investor who purchases shares
will have no assurance that any monies besides themselves will be subscribed to
the prospectus. All proceeds from the sale of the securities are non-refundable,
except as may be required by applicable laws. The Company will pay all expenses
incurred in this offering. There has been no public trading market for the
common stock of BSM.
The offering shall terminate on the earlier of (i) the date when the sale of all
3,000,000 shares is completed or (ii) ninety (90) days from the date of this
prospectus becomes effective. The Company will not extend the offering period
beyond the ninety (90) days from the effective date of this prospectus.
This investment involves a high degree of risk. You should purchase shares only
if you can afford the complete loss of your investment. See the section titled
"Risk Factors" herein.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. BSM Tech,
Inc. may not sell these securities until the registration statement filed with
the U.S. Securities and Exchange Commission is deemed "effective". This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this prospectus is January __, 2011
TABLE OF CONTENTS
Page No.
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Part I
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SUMMARY OF OUR OFFERING................................................. 3
SUMMARY OF OUR COMPANY.................................................. 4
SUMMARY OF FINANCIAL DATA............................................... 4
DESCRIPTION OF PROPERTY................................................. 5
RISK FACTORS............................................................ 5
USE OF PROCEEDS......................................................... 13
DETERMINATION OF OFFERING PRICE......................................... 14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 15
THE OFFERING BY THE COMPANY............................................. 15
PLAN OF DISTRIBUTION.................................................... 16
LEGAL PROCEEDINGS....................................................... 18
BUSINESS................................................................ 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION............................................................. 25
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............ 30
DIRECTOR AND OFFICER COMPENSATION....................................... 31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......... 32
DESCRIPTION OF SECURITIES............................................... 32
REPORTING............................................................... 34
STOCK TRANSFER AGENT.................................................... 34
STOCK OPTION PLAN....................................................... 34
LITIGATION.............................................................. 34
LEGAL MATTERS........................................................... 34
EXPERTS................................................................. 34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE. 34
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................... 35
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................ 36
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE..... 37
WHERE TO FIND ADDITIONAL INFORMATION.................................... 37
FINANCIAL STATEMENTS.................................................... F-1
Part II
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ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ................... II-1
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS ..................... II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES ....................... II-1
ITEM 16. EXHIBITS ...................................................... II-2
ITEM 17. UNDERTAKINGS .................................................. II-3
SIGNATURES ............................................................. II-5
2
SUMMARY OF OUR OFFERING
The following summary is not complete and does not contain all of the
information that may be important to you. You should read the entire prospectus
before making an investment decision to purchase our Common Stock.
THE ISSUER: Blue Sun Media, Inc. a Nevada corporation (BSM)
SECURITIES BEING OFFERED: 3,000,000 shares of our Common Stock, par value
$0.0001 per share.
OFFERING PRICE: $0.01 per share.
MINIMUM NUMBER OF SHARES TO None
BE SOLD IN THIS OFFERING:
COMPANY CAPITALIZATION: Common Stock: 500,000,000 shares authorized;
9,000,000 shares outstanding as of the date of
this prospectus.
Preferred Stock: 20,000,000 shares authorized; no
shares outstanding and no series of preferred
stock designated.
COMMON STOCK OUTSTANDING 9,000,000 Shares of our Common Stock are issued
BEFORE AND AFTER THE and outstanding as of the date of this prospectus.
OFFERING: Upon the completion of this offering, 12,000,000
shares will be issued and outstanding assuming all
of the shares offered are sold.
TERMINATION OF THE The offering will conclude at the earlier of when
OFFERING: all 3,000,000 shares of common stock have been
sold or 90 days after this registration statement
is declared effective by the Securities and
Exchange Commission.
USE OF PROCEEDS: We intend to use the proceeds to further develop
and continue our business operations and other
general working capital and expenses incurred
relating to this registration statement. See "Use
of Proceeds" section for more information.
RISK FACTORS: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our Common Stock. An investment in our
Company should be considered high risk, and an
investment suitable only for those who can afford
to lose the entirety of their investment.
You should rely only upon the information contained in this prospectus. BSM has
not authorized anyone to provide you with information different from that which
is contained in this prospectus. BSM is offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus, or of any sale of the common stock.
3
SUMMARY INFORMATION ABOUT BLUE SUN MEDIA
Blue Sun Media, Inc. was founded in November 2010 to provide software solutions
to help simplify the management and control of the under age 17 group that is
using the online market and social network available to them on the Internet.
Blue Sun Media will provide these audience solutions that allow them to play,
transact and socialize in an arena that is supervised and guided by their
parents. This age group and their usage of the social media are growing rapidly.
Due to the growth in this market and social media content, parents need to
monitor and protect their children.
Blue Sun Media plans to provide products that will allow parents to be alerted
when their child visits a website with mature content, attempts to download
files, or conducts transactions online. This alert will come via email or text
and inform the parent as to the specific action their child is attempting. The
parents will be notified real time and provided the ability to approve or block
the event. These product offerings will provide parents the ability to allow
their child the freedom to play, transact and socialize in a secure environment.
The Company believes this is a fragmented market with no established leader, and
therefore represents a significant opportunity for Blue Sun Media.
Blue Sun Media, Inc. is in the early stage of developing its business plan. The
Company does not have any products, customers and has not generated any
revenues. The Company must complete the business plan, develop the product and
attract customers before it can start generating revenues.
The proceeds from this offering will be used to complete the Company's business
plan. The Company will need to secure additional financing to develop the
product, attract customers, and start generating revenues. There are no
assurances that the Company will be successful with any subsequent financings.
Our business and registered office is located at 349 W. Pine Street, Suite 4D,
Central Point, OR, 97502. Our contact number is 541-499-1637.
As of December 31, 2010, BSM has $9,000 of cash on hand in the corporate bank
account. The Company currently has incurred liabilities of $5,343. The Company
anticipates incurring costs associated with this offering totaling approximately
$5,000. As of the date of this prospectus, we have not generated any revenue
from our business operations. The following financial information summarizes the
more complete historical financial information found in the audited financial
statements of the Company filed with this prospectus.
SUMMARY FINANCIAL DATA
The following summary financial data should be read together with our financial
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.
BALANCE SHEET AS OF DECEMBER 31, 2010
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Total Assets .................................. $ 9,000
Total Liabilities ............................. $ 5,343
Total Shareholder's Equity .................... $ 3,657
OPERATING DATA NOVEMBER 15, 2010 THROUGH DECEMBER 31, 2010
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Revenue ............................ $ 0
Net Loss ........................... $ 5,343
Net Loss Per Share * ............... $ 0
4
* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.
As indicated in the financial statements accompanying this prospectus, BSM has
had no revenue to date and has incurred only losses since inception. The Company
has had no operations and has been issued a "going concern" opinion from their
auditors, based upon the Company's reliance upon the sale of our common stock as
the sole source of funds for our future operations.
AVAILABLE INFORMATION
Upon the effectiveness of the Company's registration statement on Form S-1, of
which this prospectus is a part, with the Securities and Exchange Commission
("SEC"), the Company will be subject to the reporting and information
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and will therefore be required to file annual and quarterly reports and
other reports and statements with the SEC. Such reports and statements will be
available free of charge on the SEC's website, www.sec.gov.
DIVIDEND POLICY
We have never paid or declared dividends on our securities. The payment of cash
dividends, if any, in the future is within the discretion of our Board and will
depend upon our earnings, our capital requirements, financial condition and
other relevant factors. We intend, for the foreseeable future, to retain future
earnings for use in our business.
DESCRIPTION OF PROPERTY
The company's office is located at 349 W. Pine Street, Suite 4D, Central Point,
OR 97502. The business office is located at the office of Elise Travertini, the
sole officer and director of the company at no charge.
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. In addition to
the other information in this prospectus, you should carefully consider the
following risk factors in evaluating the Company and our business before
purchasing the shares of Common Stock offered hereby. This prospectus contains,
in addition to historical information, forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed below, as well as those discussed elsewhere in this
prospectus, including the documents incorporated by reference.
RISKS RELATED TO OUR BUSINESS
- -----------------------------
ALTHOUGH WE PLAN TO OFFER THE SECURITIES FROM THIS OFFERING, THERE IS NO
GUARANTEE THAT WE WILL COMMENCE THE OFFERING AND IF WE DO, THE PROCEEDS MAY BE
INSUFFICIENT TO FUND OPERATIONS.
The Company plans to offer the securities from this offering, however there is
no guarantee that the Company will be able to sell the securities. And even if
the Company does offer the securities, there are no guarantees that the proceeds
from the offering will be sufficient to fund our planned operations.
5
WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE.
At December 31, 2010, we had $9,000 cash on-hand and our stockholder's equity
was $3,657 and there is substantial doubt as to our ability to continue as a
going concern. We have incurred operating losses since our formation and expect
to incur losses and negative operating cash flows for the foreseeable future,
and we may not achieve profitability. We expect to incur substantial losses for
the foreseeable future and may never become profitable. We also expect to
experience negative cash flow for the foreseeable future as we fund our
operating losses and capital expenditures. As a result, we will need to generate
significant revenues in order to achieve and maintain profitability. We may not
be able to generate these revenues or achieve profitability in the future. Our
failure to achieve or maintain profitability could negatively impact the value
of our business.
THE COMPANY IS SUBJECT TO THE 15(D) REPORTING REQUIREMENTS UNDER THE SECURITIES
EXCHANGE ACT OF 1934 WHICH DOES NOT REQUIRE A COMPANY TO FILE ALL THE SAME
REPORTS AND INFORMATION AS A FULLY REPORTING COMPANY.
The Company is subject to the 15(d) reporting requirements according to the
Securities Exchange Act of 1934. The Company is required to file the necessary
reports in the fiscal year that the registration statement is declared
effective. After that fiscal year and provided the Company has less than 300
shareholders, the Company is not required to file these reports. If the reports
are not filed, the investors will have reduced visibility as to the Company and
its financial condition. In addition, as a filer subject to Section 15(d) of the
Exchange Act, the Company is not required to prepare proxy or information
statements; our common stock will not be subject to the protection of the going
private regulations; the company will be subject to only limited portions of the
tender offer rules; our officers, directors, and more than ten (10%) percent
shareholders are not required to file beneficial ownership reports about their
holdings in our company; that these persons will not be subject to the
short-swing profit recovery provisions of the Exchange Act; and that more than
five percent (5%) holders of classes of your equity securities will not be
required to report information about their ownership positions in the
securities.
WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE
DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, OUR SOLE
OFFICER AND DIRECTOR HAS VERBALLY AGREED TO FUND OUR OPERATIONS, WHICH COULD END
AT ANY TIME, WHICH COULD HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK.
As of December 31, 2010, Blue Sun Media, Inc. had $9,000 in assets and limited
capital resources. In order to continue operating through 2011, we must raise
approximately $25,000 in gross proceeds from this offering. To date, our
operations have been funded by our sole officer and director pursuant to a
verbal, non-binding agreement. Ms. Elise Travertini has agreed to personally
fund the Company's overhead expenses, including legal, accounting, and
operational expenses until the Company can achieve revenues sufficient to
sustain its operational and regulatory requirements. The Company does not
currently owe Ms. Elise Travertini any money as of the date of this registration
statement, as Ms. Elise Travertini' monetary funding to the Company as of the
date hereof has not been categorized as loans made to the Company, but as
contributions for which she has received founders stock. Future contributions by
Ms. Elise Travertini to the Company, pursuant to the verbal and non-binding
agreement, will be reflected on the financial statements of the Company as
liabilities.
The Company has approximately $5,000 in offering costs associated with this
financing. The offering proceeds may not cover these costs and if this is the
case, the Company will be in a worse financial condition prior to the offering.
6
Unless the Company begins to generate sufficient revenues to finance operations
as a going concern, the Company may experience liquidity and solvency problems.
Such liquidity and solvency problems may force us to cease operations if
additional financing is not available.
In the event our Company does not have adequate proceeds from this offering, our
sole Officer and Director, Ms. Elise Travertini, has verbally agreed to fund the
Company for an indefinite period of time. The funding of the Company by Ms.
Elise Travertini will create a further liability of the Company to be reflected
on the Company's financial statements. Ms. Elise Travertini' commitment to
personally fund the Company is not contractual and could cease at any moment in
her sole and absolute discretion.
Also, as a public company, we will incur professional and other fees in
connection with our quarterly and annual reports and other periodic filings the
SEC. Such costs can be substantial and we must generate enough revenue or raise
money from offerings of securities or loans in order to meet these costs and our
SEC filing requirements.
THE INTERNET SOFTWARE MARKET FOR TWEENS, TEENS, AND CHILD PROTECTION IS A VERY
FRAGMENTED MARKET WITH NO ESTABLISHED LEADERS. IF THE COMPANY IS NOT ABLE TO
ESTABLISH A FIRST TO MARKET POSITION, THE COMPANY WILL RISK NOT GAINING
CUSTOMERS AND WILL NOT GENERATE THE REVENUE TO BECOME PROFITABLE. IF THE COMPANY
DOESN'T GAIN THIS MARKET POSITION, WE FACE A HIGH RISK OF BUSINESS FAILURE.
The Company expects that attracting, building and managing a customer base is
difficult to accomplish, especially considering the Internet software market is
very competitive in nature. In particular, the software market to help parents
protect and monitor their children's action is emerging with no established
leader. In order to become successful, the Company must build and maintain a
customer base quickly and establish a reputation in the market. If the Company
does not attract customers and establish itself in the market, the Company will
not be able to generate sales and operating results will be negatively impacted
and our business could fail.
BLUE SUN MEDIA MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CAN NOT
SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.
Any extraordinary growth may place a significant strain on management, finance,
operating and technical resources. Failure to manage this growth effectively
could have a materially adverse effect on the Company's financial condition or
the results of its operations.
AS OUR BUSINESS GROWS, WE WILL NEED TO ATTRACT ADDITIONAL MANAGERIAL EMPLOYEES
WHICH WE MIGHT NOT BE ABLE TO DO.
We have one officer and director, Ms. Elise Travertini, the President and sole
director. In order to grow and implement our business plan, we would need to add
managerial talent to support our business plan. There is no guarantee that we
will be successful in adding such managerial talent.
THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HER TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.
Ms. Elise Travertini, our sole officer and director, has other business
interests and currently devotes approximately 30-35 hours per week to our
operations. She currently works at Kids Health Connection, a family counseling
service provider for children under eighteen. In addition, the Company is
entirely dependent on the efforts of its sole officer and director, therefore
7
her departure could have a materially adverse effect on the business. Her
industry and technical expertise are critical to the success of the business.
The loss of this resource would have a significant impact on our business. The
Company does not maintain key person life insurance on its sole officer and
director.
SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HER DECISIONS ARE CONTRARY TO THEIR
INTERESTS
The Company's sole officer and director, Ms. Elise Travertini, owns 100% of the
outstanding shares and will own no less than 75% after this offering is
completed. For example, if 50% of the offering is sold, Ms. Travertini will
retain 85.7% of the shares outstanding. As a result, she will maintain control
of the Company and be able to choose all of our directors. Her interests may
differ from those of other stockholders. Factors that could cause her interests
to differ from the other stockholders include the impact of corporate
transactions on the timing of business operations and her ability to continue to
manage the business given the amount of time she is able to devote to the
Company.
In addition, Ms. Travertini is involved in other business activities that may
present a conflict of interest with the Company. If such conflict arises, Ms.
Travertini will be forced to make a decision which may not be in the best
interests of the Company's shareholders. If such decision is made, this may
materially impact the Company and the value of your investment.
IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH PROFITABLE
RELATIONSHIPS WITH CUSTOMERS AND GENERATE REVENUES, THE BUSINESS WILL FAIL.
Because there may be a substantial delay between the completion of this
offering, and creating a proof-of-concept we can use to attract customers, it
may take us longer to generate revenues. If the Company's efforts are
unsuccessful or take longer than anticipated, the Company may run out of capital
and if Ms. Elise Travertini does not fund the Company, the business will fail.
WE WILL RELY ON STRATEGIC RELATIONSHIPS TO PROMOTE OUR PRODUCTS SERVICES AND IF
WE FAIL TO DEVELOP, MAINTAIN OR ENHANCE THESE RELATIONSHIPS, OUR ABILITY TO
SERVE OUR CUSTOMERS AND DEVELOP NEW SERVICES AND APPLICATIONS COULD BE HARMED.
Our ability to provide our products to consumers depends significantly on our
ability to develop, maintain or enhance our strategic relationships with
distribution partners to access these potential customers. In the beginning of
operations, there will be a marketing challenge for BSM. The Company and
identity will be newly formed; therefore, the Company will be relatively unknown
in the marketplace. Therefore, BSM won't benefit from immediate name
recognition.
THE COMPANY MAY RETAIN INDEPENDENT CONTRACTORS OR CONSULTANTS DUE TO CAPITAL
CONSTRAINTS TO HELP GROW THE BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE
COMPANY MAY HAVE TO CEASE OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT.
The company's management may decide due to economic reasons to retain
independent contractors to provide services to the company. Those independent
individuals have no fiduciary duty to the shareholders of the Company and may
not perform as expected.
8
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH CURRENT AND FUTURE COMPETITORS.
Blue Sun Media, Inc. has many potential competitors in the technology (ex.
Yahoo, Google, Facebook - even though they do not target consumers under 18
years old) industry. We will compete, in our current and proposed businesses,
with other companies, some of which have far greater marketing and financial
resources and experience than we do. We cannot guarantee that we will be able to
penetrate our intended market and be able to compete profitably, if at all.
In addition to established competitors, there is ease of market entry for other
companies that choose to compete with us. Competition could result in price
reductions, reduced margins or have other negative implications, any of which
could adversely affect our business and chances for success. Competition is
likely to increase significantly as new companies enter the market and current
competitors expand their services. Many of these potential competitors are
likely to enjoy substantial competitive advantages, including: larger staffs,
greater name recognition, larger customer bases and substantially greater
financial, marketing, technical and other resources. To be competitive, we must
respond promptly and effectively to the challenges of financial change, evolving
standards and competitors' innovations by continuing to enhance our services and
sales and marketing channels. Any pricing pressures, reduced margins or loss of
market share resulting from increased competition, or our failure to compete
effectively, could fatally damage our business and chances for success.
AUDITOR'S GOING CONCERN - SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF MLIGHT,
INC. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN
In their audit report for the period ending December 31, 2010 and dated January
20, 2011; our auditors have expressed an opinion that substantial doubt exists
as to whether we can continue as an ongoing business. Because our sole officer
may be unwilling or unable to loan or advance any additional capital to Blue Sun
Media, Inc. we believe that if we do not raise additional capital within 12
months of the effective date of this registration statement, we may be required
to suspend or cease the implementation of our business plans. Due to the fact
that there is no minimum investment and no refunds on sold shares, you may be
investing in a Company that will not have the funds necessary to develop its
business strategies. As such we may have to cease operations and you could lose
your entire investment. See the December 31, 2011 Audited Financial Statements -
Auditors' Report". Because the Company has been issued an opinion by its
auditors that substantial doubt exists as to whether it can continue as a going
concern it may be more difficult to attract investors.
RISKS RELATED TO THIS OFFERING
- ------------------------------
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO SELL YOUR STOCK
There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
9
INVESTING IN OUR COMPANY WILL RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL
PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH
The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
The offering price of $0.01 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. BSM's assets do not substantiate a share price of $0.01. This
premium in share price applies to the terms of this offering and does not
attempt to reflect any forward looking share price subsequent to the Company
obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin
Board.
THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE
CANNOT GENERATE SUFFICIENT FUNDS FROM THIS OFFERING, THE BUSINESS WILL FAIL.
There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of this Offering
will be immediately available for use by us and we don't have to wait until a
minimum number of Shares have been sold to keep the proceeds from any sales. We
can't assure you that subscriptions for the entire Offering will be obtained. We
have the right to terminate the offering of the Shares at any time, regardless
of the number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations, cash needs, and to
achieve our objectives, could be adversely affected if the entire offering of
Shares is not fully subscribed for.
BECAUSE THE COMPANY HAS 520,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY
The Company has 520,000,000 authorized shares, of which only 9,000,000 common
are currently issued and outstanding and an up to a maximum amount of 12,000,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. The Company's management could, without the consent of
the existing shareholders, issue substantially more shares, causing a large
dilution in the equity position of the Company's current shareholders.
Additionally, large share issuances would generally have a negative impact on
the Company's share price. It is possible that, due to additional share
issuance, you could lose a substantial amount, or all, of your investment.
THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE
We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business. Therefore, the only way to liquidate your investment
is to sell your stock.
10
THE FAILURE TO COMPLY WITH THE INTERNAL CONTROL EVALUATION AND CERTIFICATION
REQUIREMENTS OF SECTION 404 OF SARBANES-OXLEY ACT COULD HARM OUR OPERATIONS AND
OUR ABILITY TO COMPLY WITH OUR PERIODIC REPORTING OBLIGATIONS.
Our Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. We are also required to comply
with the internal control evaluation and certification requirements of Section
404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining
whether our existing internal controls over financial reporting systems are
compliant with Section 404. This process may divert internal resources and will
take a significant amount of time, effort and expense to complete. If it is
determined that we are not in compliance with Section 404, we may be required to
implement new internal control procedures and reevaluate our financial
reporting. If we are unable to implement these changes effectively or
efficiently, it could harm our operations, financial reporting or financial
results and could result in our being unable to obtain an unqualified report on
internal controls from our independent auditors, which could adversely affect
our ability to comply with our periodic reporting obligations under the Exchange
Act and the rules of the NASDAQ Global Market.
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT
Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.
BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES
State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.
Accordingly, even if we are successful in having the Shares available for
quoting on the OTCBB, investors should consider any secondary market for the
Company's securities to be limited. We intend to seek coverage and publication
of information regarding the Company in an accepted publication which permits a
"manual exemption". This manual exemption permits a security to be distributed
in a particular state without being registered if the company issuing the
security has a listing for that security in a securities manual recognized by
the state. However, it is not enough for the security to be listed in a
recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.
11
OUR COMMON STOCK WILL BE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
o that a broker or dealer approve a person's account for transactions in
penny stocks; and
o the broker or dealer receives from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
o obtain financial information and investment experience objectives of the
person; and
o make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the suitability
determination; and
o that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our Common Stock and cause a decline in the market value
of our stock. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
THE PRICE OF OUR SHARES OF COMMON STOCK IN THE FUTURE MAY BE VOLATILE.
If a market develops for our Common Stock, of which no assurances can be given,
the market price of our Common Stock will likely be volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our
control, including, but not limited to: additions or departures of key
personnel; sales of our Common Stock; new technology, products and services; our
ability to execute our business plan; operating results below expectations; loss
of any strategic relationship; economic and quarter to quarter fluctuations in
our financial results. Because we have a very limited operating history with
limited to no revenues to date, you may consider any one of these factors to be
material.
12
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the potential net proceeds and
the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,
of the securities offered for sale by the Company.
13
IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------
NET PROCEEDS FROM
THIS OFFERING $2,500 $10,000 $17,500 $25,000
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The net proceeds in the table above assume $5,000 in costs
associated with this offering.
The funds raised through this offering will be used to complete the business and
financial plan. The specific components and associated costs of the business
plan are the market analysis ($4,000), marketing plan ($9,000), competitive
analysis ($3,000), and detailed financial plan include proformas ($9,000). If
less than the maximum offering funds are raised, the proceeds will be used in
the following order: marketing plan, market analysis, financial plan, and
competitive analysis. If any of the foregoing tasks are not completed due to the
lack of funds from the offering, Ms. Travertini will complete these tasks.
The above tables represent our intended uses of proceeds based on our ability to
raise certain amounts of the contemplated offering. To the extent that we cannot
raise the entire amount contemplated by this offering, our sole Officer and
Director, Elise Travertini, has verbally agreed to fund the Company for an
indefinite period of time. The funding of the Company by Ms. Elise Travertini
will create a further liability to the Company to be reflected on the Company's
financial statements. Ms. Elise Travertini' commitment to personally fund the
Company is not contractual and could cease at any moment in her sole and
absolute discretion.
To date, our operations have been funded by our sole officer and director
pursuant to a verbal, non-binding agreement. Ms. Elise Travertini has agreed to
personally fund the Company's overhead expenses, including legal, accounting,
and operational expenses until the Company can achieve revenues sufficient to
sustain its operational and regulatory requirements. The Company does not
currently owe Ms. Elise Travertini any money as of the date of this registration
statement, as Ms. Elise Travertini' monetary funding to the Company as of the
date hereof has not been categorized as loans made to the Company, but as
contributions for which she has received founders stock. Future contributions by
Ms. Elise Travertini to the Company, pursuant to the verbal and non-binding
agreement, will be reflected on the financial statements of the Company as
liabilities.
DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by BSM and do not bear any relationship to assets, earnings, book
value, or any other objective criteria of value. In addition, no investment
banker, appraiser, or other independent third party has been consulted
concerning the offering price for the shares or the fairness of the offering
price used for the shares.
The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on November 15, 2010.
The company's sole officer and director paid $0.0001 per share, a difference of
$0.0099 per share lower than the share price in this offering.
14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
This table represents a comparison of the prices paid by purchasers of the
Common Stock in this offering and the individual who received shares in BSM
Tech, Inc. previously:
If 25% of If 50% of If 75% of If 100% of
Shares Sold Shares Sold Shares Sold Shares Sold
----------- ----------- ----------- -----------
Book value per share before offering ..... $ 0.0007 $ 0.0007 $ 0.0007 $ 0.0007
Book value per share after offering ...... $ 0.0009 $ 0.0015 $ 0.0021 $ 0.0026
Net increase to original shareholders .... $ 0.0002 $ 0.0009 $ 0.0014 $ 0.0019
Decrease in investment to new shareholders $ 0.0091 $ 0.0085 $ 0.0079 $ 0.0074
Dilution to new shareholders ............. 8.7% 15.2% 20.9% 25.8%
THE OFFERING BY THE COMPANY
BSM is registering 3,000,000 shares of its common stock for offer and sale.
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. If and when we become effective with the
SEC, we plan to develop a trading market. In order to do so, we have to retain
an authorized OTC Bulletin Board market maker. If we are successful in securing
a market maker, they will file Form 211 with FINRA (Financial Industry
Regulatory Authority). If FINRA approves the Company's 211, our stock will be
quoted on the OTCBB.
There can be no assurances that we will be able to retain an authorized OTCBB
market maker and furthermore, there are no assurances that we will be approved
by FINRA. At the date hereof, we are not aware that any market maker has any
such intention.
All of the shares registered herein will become effective for sale to investors.
The Company will not offer the shares through a broker-dealer or anyone
affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Ms.
Elise Travertini, owns 9,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.
The company is hereby registering 3,000,000 common shares. The price per share
is $0.01.
15
In the event the company receives payment for the sale of their shares, BSM will
receive all of the proceeds from such sales. BSM is bearing all expenses in
connection with the registration of the shares of the company.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through Ms.
Travertini our executive officer and director named herein, who will not receive
any commissions or other remuneration of any kind for selling shares in this
offering, except for the reimbursement of actual out-of-pocket expenses incurred
in connection with the sale of the common stock. The offering will conclude at
the earlier of (i) when all 3,000,000 shares of common stock have been sold, or
(ii) 90 days after this registration statement becomes effective with the
Securities and Exchange Commission.
This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within ninety (90) days from this initial
effective date of this registration.
In connection with her selling efforts in the offering, Ms. Travertini will not
register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather
will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange
Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. Edward
Travertini is not subject to any statutory disqualification, as that term is
defined in Section 3(a)(39) of the Exchange Act. Elise Travertini will not be
compensated in connection with her participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Ms. Travertini is not and has not been within
the past 12 months, a broker or dealer, and is not within the past 12 months, an
associated person of a broker or dealer. At the end of the offering, Ms.
Travertini will continue to primarily perform substantial duties for us or on
our behalf. Ms. Travertini has not participated in selling an offering of
securities for any issuer more than once every 12 months other than in reliance
on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
9,000,000 common shares are issued and outstanding as of the date of this
prospectus. The Company is registering an additional 3,000,000 shares of its
common stock at the price of $0.01 per share.
BSM will receive all proceeds from the sale of the shares by the company. The
price per share is $0.01. However, BSM common stock may never be quoted on the
OTCBB or listed on any exchange.
Penny Stock Rules
The Securities and Exchange Commission has adopted rules 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 such securities is provided by the exchange or
system).
16
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate her/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling her or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- Contains a description of the nature and level of risk in the market for
penny stock in both Public offerings and secondary trading;
- Contains 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 a
violation of such duties or other requirements of the Securities Act of
1934, as amended;
- Contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the significance
of the spread between the bid and ask price;
- Contains a toll-free number for inquiries on disciplinary actions;
- Defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
- Contains 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.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- 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 acknowledgement 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 suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
17
The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, at an offering price that is fixed at $0.01.
The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.
In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
BSM will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
BUSINESS
COMPANY SUMMARY
Blue Sun Media Inc. is in business to develop internet applications which allow
children to play, interact and transact in a secure manner by providing their
parents complete control over their online activities. The Company plans to
develop their technology to enable online business to function in a manner
consistent with COPPA - CHILDREN ONLINE PRIVACY PROTECTION ACT. COPPA which was
implemented by the US Federal Trade Commission (FTC) in April 2000 includes
rules for website operators who target children under the age of 13.
MARKET OVERVIEW
The rapid growth in the social market as it relates to mobile and internet
devices has been driven by a couple of forces. First, the migration of users to
social networks as places where they spend significant amounts of time
interacting with friends, consuming content and being entertained. Facebook,
mySpace, and Twitter are just a few of the growing places users spend time. This
trend has influenced developers to build new products, which continue to attract
this age group to increase their play, interact and purchase more goods and
services either on line or from their mobile device. Blue Sun Media's solutions
will focus on the parent segment, and address the need to monitor and authorize
their children's time on the Internet in a safe and enjoyable manner.
The under 18 market (ex. U18) consists of two groups, 8-11 year olds and 12 to
17 year olds and is 18.2% of the total Internet users. According to eMarketer,
both groups have and continue to increase their Internet usage with over 75%
using the Internet monthly and the older group is projected to be over 87% in
2011.
18
US mobile phone owners age 13-17 send and receive an average of 3,705 texts per month according to The Nielsen Company. This is more than double the next-highest average number of texts sent and received in average month, 1,707, performed by 18-to-24-year-olds. Younger mobile phone users are the most active group. The only other group averaging more than 1000 texts per month is the 0-12-year-olds (1,178). Text usage starts early and is the dominant communication channel among the users under 18.
One example of Internet usage among the teen market is virtual worlds. In 2007,
according to eMarketer 24% of the 34 million under 18 market visited a virtual
world on a monthly basis. In 2011, eMarketer expects 53% of them will go
"virtual."
19
US online ad spending will increase from $25.8 billion in 2010 to over $40 billion in 2014, an increase of over 42% according to eMarketer. In 2010, online advertising will surpass newspaper advertising, and will be second only to television.
TNS Infratest has identified the following factors as important in the growth of
the E-Commerce market: (1) E-Commerce allows for higher price transparency and
lower distribution costs (2) today's customers have higher price sensitivity (3)
E-Commerce facilitates customer participation in the development and design of
products and services ("Social Shopping").
The online market for ecommerce has developed and grown dramatically over the
last five years. According to market research firm, Forrester, US online
shopping is expected to grow between 7-8% annually to $229 billion in 2013.
20
MARKET OPPORTUNITY / PRODUCT POSITIONING
Addressing the problem of unsupervised child internet access has become a major
challenge for parents. As Internet access has become much faster, an increasing
proportion of leisure time is now spent online rather than in front of the TV.
Online shops have flourished and new applications such as online games and
virtual worlds have emerged which are becoming more and more popular -
especially with children. Many of these applications are not free of charge.
Advertisers have developed special online campaigns targeting children who are
spending increasing amounts online.
The Children Online Privacy Protection Act (COPPA) was enacted by the US
Congress in 1998. The US Federal Trade Commission (FTC) issued the COPPA rule
enforcing the Act in April 2000. COPPA sets rules for online providers who
target and collect information on children under 13. Several advocacy groups in
the US have urged the FTC to introduce an amendment to COPPA in order to cover
new forms of online entertainment such as online games and virtual worlds, and
also extend the guidelines to 13-17 year old children. We expect this legal
framework to strongly support the Company's business development in the near
future.
There have been many instances of the U18 age group not being protected enough
by the new places/internet sites for them to play, transact and socialize. Blue
Sun Media intends to answer these concerns and attack this market with a simple,
convenient way to monitor and protect your children.
PRODUCT OVERVIEW
The Company plans to start product development after the business plan is
completed and the Company is able to secure the additional financing required
for the product development. Provided that the capital is secured, the Company
plans up to twelve (12) months to complete the products (SiteView, SiteTransact,
and SiteSocial - see below) and then will start selling its products to generate
revenues. At this time, the Company has not developed any products.
21
The Company has plans to develop the following products:
SiteView - provides the parents capabilities to monitor and report on the
various websites their children visit. The parent has the option to setup a
profile for their child that allows access to certain websites. In addition, if
the child visits a website that is new or unknown, the parent will be notified
real time and upon approval the child will be able to access that site. For
example, if a child attempts to visit a horse betting site, the access will be
denied.
SiteTransact - provides parents the ability to setup, monitor, control, and
allow their children to conduct transactions on the Internet. The parent will be
notified of any potential transaction the child attempts and is given real time
control to either allow or deny the transaction. For example, if a child visits
Amazon.com and wants to purchase a children's book for $8.99, the parent will be
notified and with the push of a button, allow the transaction to complete. In
addition, if the child attempts to purchase a rap music CD with explicit
language, the parent will be notified and will not be able to complete the
transaction.
SiteSocial - social sites like Facebook, MySpace, Twitter are gaining tremendous
amount of interest from Internet users and retailers. Due to the overwhelming
popularity of these types, parents have to allow access to these sites.
Otherwise, their children will circumvent those restrictions. The parent can set
up the profile for their children which allows them to control the sharing of
personal information. For example, if they don't want to share any personal data
like address, phone, etc., the program will block this information from the
site. This way the parent is assured that all personal data is kept
confidential. In addition, the software will monitor and track communication
with other users. Parents will be allowed to set up rules that only allow their
children to communicate with other similar aged children, children within a
certain mile radius, etc. This provides parental controls that protect the
children's identity, yet allows social interaction with other users.
In addition, the Company plans to provide the essential tools for effective
management for mobile devices. Leveraging unique data discovery and tracking
capabilities, the Company's products will feature:
o Automated messaging and alerts of web surfing;
o Automated messaging and alerts of mobile network surfing;
o Automated messaging and alerts of mobile network purchases;
o Automated messaging and alerts of mobile network downloads;
o Automated messaging and alerts of internet purchases;
o Automated messaging and alerts of internet downloads;
o Extensive query and reporting capabilities;
o Customizable user-defined enhancements and features; and
o Simple installation and ease of use.
The Company plans to provide all of the above mobile capabilities on
smartphones. The targeted smartphones will be the iPhone, Blackberry, and
Android phones.
22
SALES & DISTRIBUTION
BSM will not market products directly to consumers. The Company plans to market
the products and services through indirect channels consisting of value added
resellers, IT consulting firms, OEMs, and online application stores like
Blackberry World, App World, etc. The Company will also seek a partner program,
targeted at key resellers and system integrators. This program will include
special pricing, training and dedicated technical support for partners who
achieve and maintain certain minimum sales volumes.
BSM will also target fortune 500 companies directly that focus directly on
online sales like retailers and carriers. Large organizations must differentiate
themselves in the marketplace and parent control solutions are an attractive
differentiation for the businesses. For example, WalMart could private label the
products and use them to market to parents.
COMPETITION
The competition against BSM products and services is very fragmented and there
are no known market leaders. The primary competition is from the retailer
directly or the software provider that allow access to the Internet. Traditional
retailers like WalMart and Amazon do not have comparable solutions for the Under
18 market. In addition, companies like Microsoft and Google that make Internet
Explorer and Chrome (internet browsers), have built in parental controls however
they can be easily changed by the user and there is no real time notification or
monitoring for the parent.
Although the Company believes that it will offer a compelling value proposition
to differentiate itself from competitors, the Company will face competitive
challenges because the Company has not developed the product, does not have any
revenues, and lacks the necessary capital to fund operations. The Company must
overcome these challenges to be successful in the marketplace.
PATENTS AND TRADEMARKS
At the present we do not have any patents or trademarks.
NEED FOR ANY GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES
We do not require any government approval for our services.
GOVERNMENT AND INDUSTRY REGULATION
We will be subject to federal laws and regulations that relate directly or
indirectly to our operations. We will also be subject to common business and tax
rules and regulations pertaining to the operation of our business.
COPPA - CHILDREN ONLINE PRIVACY PROTECTION ACT. COPPA which was implemented by
the US Federal Trade Commission (FTC) in April 2000 includes rules for website
operators who target children under the age of 13.
The law spells out what the respective website operators must include in their
privacy policy, details their responsibilities towards children's privacy and
safety online, and when and how they should seek verifiable consent from a
parent. The focus of COPPA is the online collection of information about
children which allows their identification, e.g. full name, home address, email
address, telephone number.
23
The FTC identifies websites targeting children under 13 by analyzing (1) visual
or audio content (2) age of models on the site (3) language (4) whether
advertising on the website is directed at children (5) information on the age of
the audience and (6) whether a website includes child-oriented features e.g.
animated characters. As COPPA is already 10 years old, many of its provisions
are now out of date. For example, COPPA does not address issues relating to
aggressive advertising in online games, mobile services and virtual worlds. For
this reason several advocacy groups in the US, e.g. The Center for Digital
Democracy, Campaign for a Commercial-Free Childhood, Center for Science in the
Public Interest are calling on the FTC to issue new rules to extend COPPA to all
digital platforms that target underage users. These rules include new concepts
like IP address and geolocation and require businesses to report their data
collection process to the FTC. The advocacy groups also want to extent COPPA
guidelines to cover all children (i.e. including those up to 18 years).
The Company will not be marketing solutions directly to consumers. Therefore, we
do not believe we will be subjected to the COPPA regulations directly. Our
clients will need to adhere to these guidelines and our products and services
will help them with their compliance.
RESEARCH AND DEVELOPMENT ACTIVITIES
Other than time spent researching our proposed business, the Company has not
spent any funds on research and development activities to date. The Company
plans to spend funds to complete the business plan as detailed in sections
titled "Use of Proceeds," "Description of Business" and "Management's Discussion
and Analysis or Plan of Operation."
ENVIRONMENTAL LAWS
Our operations are not subject to any Environmental Laws.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We currently have one employee, our executive officer, Ms. Elise Travertini who
is responsible for the primary operation of our business. There are no formal
employment agreements between the Company and our current employee. The loss of
Ms. Elise Travertini' services would have a material adverse and catastrophic
impact on our business operations, which should be considered a high risk of
investment.
In the event our Company does not have adequate proceeds from this offering, our
sole Officer and Director, Ms. Elise Travertini, has verbally agreed to fund the
Company for an indefinite period of time. The funding of the Company by Ms.
Elise Travertini will create a further liability to the Company to be reflected
on the Company's financial statements. Ms. Elise Travertini' commitment to
personally fund the Company is not contractual and could cease at any moment in
her sole and absolute discretion.
The Company does not currently owe Ms. Elise Travertini any money as of the date
of this registration statement, as Ms. Elise Travertini' monetary funding to the
Company as of the date hereof has not been categorized as loans made to the
Company, but as contributions for which she has received founders stock. Future
contributions by Ms. Elise Travertini to the Company, pursuant to the verbal and
non-binding agreement, will be reflected on the financial statements of the
Company as liabilities.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS
You should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this prospectus. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from those we currently anticipate as a result of many factors,
including the factors we describe under "Risk Factors," "Special Note Regarding
Forward-Looking Statements" and elsewhere in this prospectus.
FORWARD LOOKING STATEMENTS
Some of the information in this section contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these statements
by forward-looking words such as "may," "will," "expect," "anticipate,"
"believe," "estimate" and "continue," or similar words. You should read
statements that contain these words carefully because they:
o discuss our future expectations;
o contain projections of our future results of operations or of our
financial condition; and
o state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over which
we have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."
Unless stated otherwise, the words "we," "us," "our," "the Company" or "BSM" in
this prospectus collectively refers to the Company, Blue Sun Media, Inc.
GENERAL INFORMATION ABOUT THE COMPANY
Blue Sun Media, Inc. (the "Company" or "BSM") was incorporated in the State of
Nevada on November 15, 2010. The Company provides internet applications which
allow children to play, interact and transact in a secure manner by providing
their parents complete control over their online activities. From the date of
formation, the Company commenced operations developing the business and
financial plan, and market research. Because we are an early stage development
company, an investment in our Company should be considered extremely risky, and
an investment suitable only for those who can afford to lose the entirety of
their investment.
We have not yet generated or realized any software revenues from business
operations. Our auditors have issued a going concern opinion. This means there
is substantial doubt that we can continue as an on-going business for the next
twelve (12) months unless we obtain additional capital to continue operations.
This is because we have not generated any revenues and no revenues are
anticipated until we begin marketing our product and service to customers.
Accordingly, we must raise cash from sources other than revenues generated.
From inception to December 31, 2010, the company's business operations have
primarily been focused on developing our business plan and market research.
25
The proceeds from this offering will be used to complete the business plan and
are not sufficient for product development. After the business plan is
completed, the Company plans to conduct a subsequent offering to raise
additional funds for the product development, to attract customers and to start
generating revenues. If both offerings are unsuccessful, the Company will have
insufficient funds for our planned operations.
ORGANIZATIONAL HISTORY
We were incorporated in State of Nevada on November 15, 2010. There are
currently an aggregate of 9,000,000 shares of the Company's Common Stock issued
and outstanding. The Company is authorized to issue five hundred twenty million
(520,000,000) shares of capital stock, five hundred million (500,000,000) shares
of which are designated as Common Stock, and twenty million (20,000,000)shares
of preferred stock, both $0.0001 par value, which can be designated by the Board
of Directors without stockholder approval.
PLAN OF OPERATIONS
Over the 12 month period starting upon the effective date of this registration
statement, the Company anticipates needing $150,000 of capital in order to
operate the business.
The Company's product suite functionality will be developed and released in
stages for potential customers. First, the Company plans to release SiteView
that will provide the monitoring and tracking of Internet usage. SuiteTransact
will be released next to allow parents to monitor and approve online
transactions. SiteSocial will be released afterwards for social site monitoring
and protection.
During product development, the Company plans to create a product prototype to
show and attract customers and is expected to be completed within three (3)
months after the additional capital of $125,000 is secured. Although the Company
will use the prototype to attract customers, the Company does not expect to
start generating revenues until twelve (12) months after the successful
completion of this offering. The timeline for the prototype is subject to change
and is based on securing the necessary financing and retaining qualified
resources for the product development.
THE COMPANY PLANS TO ACHIEVE THE FOLLOWING MILESTONES OVER THE NEXT TWELVE (12)
MONTHS FOLLOWING THE COMPLETION OF SELLING 100% OF THIS OFFERING:
1-2 MONTHS
The Company plans on hiring three consultants (one for marketing, one technical,
and one finance) to work with Ms. Travertini to complete the business and
financial plan and create the Company's prototype. Again, the Company expects to
complete these plans in two months and it is expected to cost $25,000.
3-12 MONTHS
After the business plan is completed, the Company will commence another offering
to raise a minimum of $125,000 to fund operations. The Company expects to
complete this additional offering in three months (End of Month 5). After the
additional capital is secured, the Company will hire three resources to complete
the development of the product portfolio (SiteView, SiteTransact, and
SiteSocial). These resources include one part time resource for product analysis
and design, two full time resources for software development and engineering.
26
The Company anticipates completing the product prototype and the first version
of SiteView in six months (Month 11) after the additional capital is secured and
is expected to cost approximately $100,000. The Company plans to complete the
second product SiteTransact in Month 14 and SiteSocial in Month 20 (the
following year). The customer support will be handled internally initially,
however based on growth the Company may outsource that capability. Once each
product is completed, the Company will be positioned to market these offerings
to potential customers and generate revenues.
IN THE EVENT THAT THE COMPANY ONLY SELLS 50% OF THIS OFFERING, THE COMPANY PLANS
TO ACHIEVE THE FOLLOWING MILESTONES OVER THE NEXT TWELVE (12) MONTHS:
1-4 MONTHS
The Company plans on hiring two consultants part time for marketing and
financial work. Ms. Travertini will perform the strategic planning and detailed
operational tasks to complete the business and financial plan. Under these
circumstances, the Company plans to complete these plans in four months and is
expected to cost $12,500. The Company will not create any product prototype
during this phase.
5-12 MONTHS
After the business plan is complete, the Company will commence another offering
to raise a minimum of $125,000 to fund operations. The Company expects to
complete this offering in three months (End of Month 7). After the additional
capital is secured, the Company will hire three resources to complete a product
prototype, and to commence the development of the product portfolio (SiteView,
SiteTransact, and SiteSocial). These resources include one part time resource
for product analysis and design, two full time resources for software
development and engineering (ex. technical work). The Company anticipates
completing the product prototype and the first version of SiteView in six months
(Month 13) after the additional capital is secured and is expected to cost
approximately $100,000. The Company plans to complete the second product
SiteTransact in Month 16 and SiteSocial in Month 22 (ex. the following year).
The customer support will be handled internally initially, however based on
growth the Company may outsource that capability. Once each product is
completed, the Company will be positioned to market these offerings to potential
customers and generate revenues.
IN THE EVENT THAT THE COMPANY ONLY SELLS 25% OF THIS OFFERING, THE COMPANY PLANS
TO ACHIEVE THE FOLLOWING MILESTONES OVER THE NEXT TWELVE (12) MONTHS:
1-6 MONTHS
The Company plans on hiring one consultant part time to assist in the marketing.
Ms. Travertini will assist in the strategic planning and perform the operational
detailed financial tasks to complete the business and financial plan. Under
these circumstances, the Company plans to complete these plans in six months and
is expected to cost $2,500. If the Company secures only $2,500, the Company's
ongoing expenses could impact operations over the next year. Although the
Company can not quantify the potential impact, there is a risk that the Company
could incur deliverable and timeframe delays to the schedule outlined below.
27
7-12 MONTHS
After the business plan is complete, the Company will commence another offering
to raise a minimum of $125,000 to fund operations. The Company expects to
complete this offering in three months after the completion of the business plan
(end of Month 9). After the additional capital is secured, the Company will hire
three resources to complete a product prototype, and to commence the development
of the product portfolio (professional and advanced). These resources include
one part time resource for product analysis and design, two full-time resources
for software development and engineering (ex. technical work). The Company
estimates that the product prototype and stage one of SiteView will cost
$100,000 and be completed within six months after the capital is secured (Month
15). The Company plans to complete the second product SiteConnect in Month 18
and SiteSocial in Month 24 (end of the following year). The customer support
will be handled internally initially, however based on growth the Company may
outsource that capability. Once each product is completed, the Company will be
positioned to market these offerings to potential customers.
Note: The amounts allocated to each line item in the above milestones are
subject to change at the sole discretion of Ms. Travertini. The Company will
either hire or work with consultants to complete the milestones.
In the event that the Company is not successful selling all the securities in
this offering, Ms. Travertini will perform the necessary tasks, however that
will delay the Company's business up to nine months. And in the event that the
Company is not able to secure the follow on capital of $125,000, the Company
will ask Ms. Travertini to perform the necessary tasks of planning, marketing,
technical design, and financial analysis to complete the product and service
offering. If all the work must be performed solely by Ms. Travertini, the
Company cannot provide any assurances as to if or when this work will be
completed.
The Company believes finding experienced employees and consultants in the
Software programming / IT field is critical to ensure the success of the
Company's development and implementation plans. The future staffing requirements
of the Company are unknown at this time. As we develop our business, we will
assess the necessary resources to properly staff our business or outsource those
services if warranted.
Since inception to December 31, 2010, BSM has incurred a total of $5,343 on
start-up costs. This period is forty five(45) days from November 15, 2010 to
December 31, 2010. The Company has not generated any revenue from business
operations. All proceeds currently held by the company are the result of the
sale of common stock to its officer. The Company does not have any contractual
arrangement with our CEO, Ms. Elise Travertini to fund the Company on an
on-going basis for either operating capital or a loan. The CEO may elect to fund
the Company as she did initially, however there are no assurances that she will
in the future.
The Company incurred expenditures of $3,000 for audit services, $2,343 for legal
and startup costs. Since inception, the majority of the company's time has been
spent refining its business plan and conducting industry research, and preparing
for a primary financial offering. This loss occurred over a period of forty five
(45) days from November 15, 2010 (inception) to December 31, 2010 and our
current cash reflects less than two (2) months of operation.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended December 31, 2010,
Blue Sun Media, Inc. issued 9,000,000 shares of common stock to our sole officer
and director for cash proceeds of $9,000 at $0.0001 per share.
28
We anticipate needing $150,000 in order to execute our business over the next
twelve (12) months, which includes (i) completing the business and financial
plan (estimated cost of $25,000) and (ii) developing the product portfolio
offerings of $100,000, and $25,000 in working capital to implement our plan
(total estimated cost of $125,000). Again, the Company will need to secure
additional capital beyond this offering to execute the business plan over the
next twelve (12) months. After the Company secures the additional capital, we
will commence the product development. This development will require one part
time resource for product analysis and design, two full-time resources for
software development and engineering (ex. technical work) that will cost in
total $100,000. The other $25,000 for working capital purposes will be used for
(i) public company costs of $5,000-$6,000 (SEC filings, legal, accounting), (ii)
marketing of $10,000 and the balance for working capital purposes that include
travel, recruiting personnel, telephone, internet and office expenses.
Currently, the Company believes these figures are accurate based on current
economic conditions, unemployment numbers, and the recent positive growth trends
in the IT industry which were concluded by the Company based on financial
reports filed on the SEC website.
The Company has adequate capital resources to operate minimal operations for one
year. However if less than the full offering is sold, it will delay the
completion of the business and financial plan (see Plan of Operations above). If
we sell 25%, 50%, 75% and 100% of this offering, it will take us a minimum of
six, four, three, and two months respectively to complete the business and
financial plan. The variance in time is a result of the capital resources
available to the Company to hire resources to expedite the completion of the
business and financial plans.
Based on our success of raising additional capital over the next twelve (12)
months, which is the Company's greatest uncertainty and therefore top priority,
we anticipate employing various consultants and contractors to commence the
development strategy for the product prototypes. Until the Business and
Financial plan are completed, we are not able to quantify with any certainty any
planned capital expenditures beyond the business and financial plan. Currently,
the only planned capital expenditures are the public company operating costs. As
of December 31, 2010, the Company has no firm commitments for any capital
expenditures.
Through December 31, 2010, we have incurred a total of $5,343 in general and
administration expenses including $5,343 in professional fees. To date, we have
managed to keep our monthly cash flow requirement low for two reasons. First,
our sole officer has agreed not to draw a salary until a minimum of $500,000 in
funding is obtained or until we have achieved $250,000 in gross revenues.
Second, we have been able to keep our operating expenses to a minimum by
operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.
Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while our auditors have
expressed substantial doubt about our ability to continue as a going concern,
and assuming that we do not commence our anticipated operations until sufficient
financial resources are available, we believe we will be able to meet our
obligations for at least the next twelve months.
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues.
29
RULE 419
The Company is not a "blank check company" as defined by Rule 419 of the
Securities Act of 1933, as amended ("Rule 419"), and therefore the registration
statement need not comply with the requirements of Rule 419.
Rule 419 defines a "blank check company" as a company that:
i. Is a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or companies, or
other entity or person; and
ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the
Securities Exchange Act of 1934.
The Company has a very specific business purpose and a bona fide plan of
operations. Its business plan and purpose is to provide software solutions that
simplify the management of networked personal computers. BSM products will
automate network inventory and reporting, diagramming and documentation, problem
identification and resolution, and the assessment of IT compliance.
Lastly, the Company does not have any plans or intentions to engage in a merger
or acquisition with an unidentified company or companies or other entity or
person.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics that applies to our
officers and directors, and critical employees. The Code of Business Conduct and
Ethics are attached to this registration statement as Exhibit 14.1.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the respective names, ages and positions of our
directors and executive officers as well as the year that each of them commenced
serving as a director of the Company. The terms of all of the directors, as
identified below, will run until our annual meeting of stockholders in 2011 or
until their successors are elected and qualified.
PERSON AND POSITION: AGE: HELD POSITION SINCE:
-------------------------------- ---- --------------------
Elise Travertini 34 December 7, 2010
President and sole Director
(Principal Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)
MANAGEMENT AND DIRECTOR BIOGRAPHIES
Each of the foregoing person(s) may be deemed a "promoter" of the Company, as
that term is defined in the rules and regulations promulgated under the
Securities Act. Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and have qualified.
30
Ms. Travertini, our President and sole Director, embodies over 13 years of
clinical, social, and professional experience with pediatrics and psychiatric
services. She has been a senior therapist at Kids Health Connection since
November 2005. In addition to her medical services, Ms. Travertini was
responsible for architecting a computer system that tracks and monitors the
progress of each child. Previously, Ms. Travertini was a social worker at UCD
Jail Psychiatric Services and Santa Cruz Country Mental Health Jail. In October
2000, she worked for the Center for Mental Health Services in Santa Cruz, CA.
Beforehand, she had various positions as a social worker, mental health worker,
and social psychology research assistant at Community Connection, Harbor Hills,
and the University of California, Santa Cruz, CA. Ms. Travertini is a licensed
clinical social worker in California, child abuse, domestic violence, substance
abuse, and mental health rehabilitation specialist since September 2000. Ms.
Travertini is also proficient in Microsoft Project, Access, Word, Excel and
Powerpoint.
DIRECTOR AND OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation paid by the Company to its
President and all other executive officers for services rendered since November
15, 2010 (Inception):
NON-
NON-EQUITY QUALIFIED
INCENTIVE DEFERRED
STOCK OPTION PLAN COMPENSATION ALL OTHER
NAME & FISCAL SALARY BONUS AWARD(S) AWARD(S) COMPENSATION EARNINGS COMPENSATION TOTAL
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($)
- ------------------ ------ ------ ----- -------- -------- ------------ ------------ ------------ -----
Elise Travertini 2011 0 - - - - - - 0
President and
sole Director
OFFICER COMPENSATION
We have not paid any salary, bonus or other compensation to our officers and
directors since our inception. We presently have no compensation arrangements
with our officers and directors. We do not anticipate paying our officers in the
next 12 months.
DIRECTOR COMPENSATION
We do not currently pay any cash fees to our directors, but we pay directors'
expenses in attending board meetings.
STOCK OPTION GRANTS
The Company has never issued any stock options to officers, employees or
otherwise.
EMPLOYMENT AGREEMENTS
We currently have no employment agreements with any personnel, executive
officers or directors.
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SIGNIFICANT EMPLOYEES
We have no significant employees other than our executive officers and directors
named in this prospectus. We intend to conduct our business through agreements
with consultants and arms-length third parties. As of the date of this
registration statement, we have not contracted with any party.
COMMITTEES OF THE BOARD OF DIRECTORS
Our audit committee presently consists of our officer and sole director. We do
not have a compensation committee, nominating committee, an executive committee
of our board of directors, stock plan committee or any other committees.
TERM OF OFFICE
Our director is appointed for a one-year term to hold office until the next
annual general meeting of our stockholders or until removed from office in
accordance with our bylaws.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership as of
the date of this Prospectus by (i) each Named Executive Officer, (ii) each
member of our Board of Directors, (iii) each person deemed to be the beneficial
owner of more than five percent (5%) of any class of our Common Stock, and (iv)
all of our executive officers and directors as a group. Unless otherwise
indicated, each person named in the following table is assumed to have sole
voting power and investment power with respect to all shares of our Common Stock
listed as owned by such person.
As of the date of this Prospectus, we have 9,000,000 shares of Common Stock
issued and outstanding.
PERCENTAGE
SHARES OF OF CLASS
NAME AND POSITION COMMON STOCK (COMMON)
- ---------------------------------------------- ------------ ----------
ELISE TRAVERTINI, SOLE OFFICER AND DIRECTOR(1) 9,000,000 100%
DIRECTORS AND OFFICERS AS A GROUP (1 PERSON) 9,000,000 100%
__________________
(1) Based on 9,000,000 shares outstanding as of December 31, 2010.
DESCRIPTION OF SECURITIES
GENERAL
Under our Certificate of Incorporation, we are authorized to issue an aggregate
of 520,000,000 shares of capital stock, of which 500,000,000 are shares of
Common Stock, par value $0.0001 per share, and 20,000,000 are shares of
Preferred stock, par value $0.0001 per shares. As of the date hereof, 9,000,000
shares of our Common Stock are issued and outstanding, and there is one holder
of record of our Common Stock, Ms. Elise Travertini.
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COMMON STOCK
Pursuant to our bylaws, our Common Stock is entitled to one vote per share on
all matters submitted to a vote of the stockholders, including the election of
directors. Except as otherwise required by law or provided in any resolution
adopted by our board of directors with respect to any series of preferred stock,
the holders of our Common Stock possess all voting power. Generally, all matters
to be voted on by stockholders must be approved by a majority (or, in the case
of election of directors, by a plurality) of the votes entitled to be cast by
all shares of our Common Stock that are present in person or represented by
proxy, subject to any voting rights granted to holders of any preferred stock.
Holders of our Common Stock representing one-percent (1%) of our capital stock
issued, outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Certificate of Incorporation. Our Certificate of Incorporation
do not provide for cumulative voting in the election of directors.
Subject to any preferential rights of any outstanding series of preferred stock
created by our board of directors from time to time, the holders of shares of
our Common Stock will be entitled to such cash dividends as may be declared from
time to time by our board of directors from funds available therefore.
We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our Common Stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our Common Stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares of
our Common Stock.
CONVERTIBLE SECURITIES
We have not issued and do not have outstanding any securities convertible into
shares of our Common Stock or any rights convertible or exchangeable into shares
of our Common Stock.
33
REPORTING
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, BSM will act as its own transfer agent.
STOCK OPTION PLAN
The Board of Directors of BSM has not adopted a stock option plan ("Stock Option
Plan"). The company has no plans to adopt a stock option plan but may choose to
do so in the future. If such a plan is adopted, this plan may be administered by
the board or a committee appointed by the board (the "Committee"). The committee
would have the power to modify, extend or renew outstanding options and to
authorize the grant of new options in substitution therefore, provided that any
such action may not, without the written consent of the optionee, impair any
rights under any option previously granted. BSM may develop an incentive based
stock option plan for its officers and directors and may reserve up to 10% of
its outstanding shares of common stock for that purpose.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.
EXPERTS
Our financial statements have been audited for the period ending December 31,
2010 by Dov Zaidman, CPA, CITP, CPA Firm as set forth in their report included
in this prospectus. Their report is given upon their authority as experts in
accounting and auditing.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE
Elise Travertini is our sole officer and director. We are currently operating
out of the premises of the home office of Ms. Elise Travertini. There is no
written agreement or other material terms or arrangements relating to said
arrangement. Should Ms. Elise Travertini leave the Company, this arrangement
would certainly come to an end, and the Company would be required to seek
offices elsewhere potentially at a great cost in lease fees.
34
Other than the foregoing, we do not currently have any conflicts of interest. We
have not yet formulated a policy for handling conflicts of interest, however, we
intend to do so upon completion of this offering and, in any event, prior to
hiring any additional employees.
On December 7, 2010 the Company issued a total of 9,000,000 restricted shares of
Common Stock, par value $0.0001, to Ms. Elise Travertini, for $9,000 as founder
stock.
In the event our Company does not have adequate proceeds from this offering, our
sole Officer and Director, Ms. Elise Travertini, has verbally agreed to fund the
Company for an indefinite period of time. The funding of the Company by Ms.
Elise Travertini will create a further liability to the Company to be reflected
on the Company's financial statements. Ms. Elise Travertini' commitment to
personally fund the Company is not contractual and could cease at any moment in
her sole and absolute discretion.
To date, our operations have been funded by our sole officer and director
pursuant to a verbal, non-binding agreement. Ms. Elise Travertini has agreed to
personally fund the Company's overhead expenses, including legal, accounting,
and operational expenses until the Company can achieve revenues sufficient to
sustain its operational and regulatory requirements. The Company does not
currently owe Ms. Elise Travertini any money as of the date of this registration
statement, as Ms. Elise Travertini' monetary funding to the Company as of the
date hereof has not been categorized as loans made to the Company, but as
contributions for which she has received founders stock. Future contributions by
Ms. Elise Travertini to the Company, pursuant to the verbal and non-binding
agreement, will be reflected on the financial statements of the Company as
liabilities.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Pursuant to the Articles of Incorporation and By-Laws of the Company, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of her position, if she acted in good faith and in
a manner she reasonably believed to be in our best interest. In certain cases,
we may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
35
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our Common Stock. We intend to request a
registered broker-dealer to apply to have our Common Stock quoted on the OTC
Bulletin Board upon the effectiveness of the registration statement of which
this prospectus forms a part. However, we can provide no assurance that our
shares will be traded on the OTC Bulletin Board or, if traded, that a public
market will materialize.
The Securities and Exchange Commission has adopted rules 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 such securities is provided by the exchange or
quotation system. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that: (a) contains a description of the nature and level of
risk in the market for penny stocks in both public offerings and secondary
trading; (b) contains 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 a violation to such duties or other requirements of Securities' laws; (c)
contains 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; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains 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. The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) 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 (d) 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 suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our Common Stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.
HOLDERS OF OUR COMMON STOCK
As of the date of this prospectus, we have one holder of record of our Common
Stock.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. We have not declared any dividends and we
do not plan to declare any dividends in the foreseeable future.
36
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act with
the Securities and Exchange Commission with respect to the shares of our Common
Stock offered through this prospectus. This prospectus is filed as a part of
that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of our company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving our company and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the SEC's principal office
in Washington, D.C. Copies of all or any part of the registration statement may
be obtained from the Public Reference Section of the SEC, Room 1580, 100 F
Street NE, Washington D.C. 20549. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
website at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the SEC. Our
registration statement and the referenced exhibits can also be found on this
site.
37
ZS CONSULTING GROUP, LLP
CERTIFIED PUBLIC ACCOUNTANTS & ADVISORS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Blue Sun Media Inc.
We have audited the accompanying balance sheet Blue Sun Media Inc. (a
development stage company) as of December 31, 2010 and the related statement of
operations, stockholders' deficit and cash flows for the period from November
15, 2010 (date of inception) through December 31, 2010. 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.
We conducted our audits in accordance with the standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is 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. Accordingly we express no such opinion. An audit include examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statement. 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 Blue Sun Media Inc. for the
year ended December 31, 2010 and for the period November 15, 2010 (date of
inception) through December 31, 2010, in conformance 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 discussed in Note 2 to the
financial statements, the Company is in development stage with limited
operations and resources, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ZS Consulting Group LLP
- --------------------------
Melville, New York
January 20, 2011
115 Broad Hollow Road, Suite 350 Melville, New York
11747 Tel: (516) 394-3344 Fax: (516) 908-7867
www.zmscpas.com
F-1
Blue Sun Media, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 2010
ASSETS
------
DECEMBER 31,
2010
------------
CURRENT ASSETS
Cash and cash equivalents ...................................... $ 9,000
-----------
Total current assets ......................................... 9,000
-----------
-----------
TOTAL ASSETS ................................................... $ 9,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable & Accrued liabilities ......................... $ 5,343
-----------
Total liabilities ............................................ 5,343
===========
STOCKHOLDERS' EQUITY
Capital Stock
Authorized:
500,000,000 common shares, $0.0001 par value
20,000,000 preferred shares, $0.0001 par value
Issued and outstanding shares:
9,000,000 common ........................................... $ 900
No preferred
Additional paid-in capital ..................................... 8,100
Deficit accumulated during the development stage ............... (5,343)
-----------
Total Stockholders' Equity ................................... 3,657
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................... $ 9,000
===========
The accompanying notes are an integral part of these financial statements.
F-2
Blue Sun Media, Inc.
(A Development Stage Company)
Statement of Operations
For the period November 15, 2010 to December 31, 2010
FOR THE PERIOD
FROM INCEPTION
NOVEMBER 15,
2010 TO
DECEMBER 31,
2010
--------------
REVENUES ....................................................... $ 0
-------------
EXPENSES
General & Administrative ..................................... 0
Professional Fees ............................................ $ 5,343
-------------
Loss Before Income Taxes ....................................... $ (5,343)
-------------
Provision for Income Taxes ..................................... --
-------------
Net Loss ....................................................... $ (5,343)
=============
PER SHARE DATA:
Basic and diluted loss per common share ...................... $ --
=============
Basic and diluted weighted Average Common shares
outstanding .................................................... 9,000,000
=============
The accompanying notes are an integral part of these financial statements.
F-3
Blue Sun Media, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)
Deficit
Accumulated
Common Stock Additional During the
------------------ Paid-in Development
Shares Amount Capital Stage Total
---------- ------ ---------- ----------- ---------
Inception - November 15, 2010 ......... -- $ -- $ -- $ -- $ --
Common shares issued to Founder for
cash at $0.001 per share (par value
$0.0001) on December 7, 2010 ....... 9,000,000 900 8,100 -- 9,000
Loss for the period from inception on
November 15, 2010 to December 31,
2010 ............................... -- -- -- (5,343) (5,343)
---------- ------ ---------- ----------- ---------
Balance - December 31, 2010 ........... 9,000,000 900 8,100 (5,343) 3,657
========== ====== ========== =========== =========
The accompanying notes are an integral part of these financial statements.
F-4
Blue Sun Media, Inc.
(A Development Stage Company)
Statement of Cash Flow
For the period November 15, 2010 to December 31, 2010
FOR THE PERIOD
FROM INCEPTION
NOVEMBER 15,
2010 TO
DECEMBER 31,
2010
--------------
OPERATING ACTIVITIES
Net Loss ..................................................... $ (5,343)
-------------
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable and
accrued liabilities ....................................... 5,343
-------------
Net cash used in operating activities ........................ --
-------------
FINANCING ACTIVITIES
Common stock issued for cash ................................. 9,000
-------------
Net cash provided by financing activities .................... 9,000
-------------
INCREASE IN CASH AND CASH EQUIVALENTS .......................... 9,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............... --
-------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................... $ 9,000
=============
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense ............................................ $ --
=============
Income taxes ................................................ $ --
=============
The accompanying notes are an integral part of these financial statements.
F-5
Blue Sun Media, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period from November 15, 2010 (Date of Inception)
through December 31, 2010
1. BACKGROUND INFORMATION
Blue Sun Media Inc. (the "Company"), a Nevada corporation, develops internet
applications which allow children to play, interact and transact in a secure
manner by providing their parents complete control over their online activities.
The Company plans to develop their technology to enable online business to
function in a manner consistent with COPPA - CHILDREN ONLINE PRIVACY PROTECTION
ACT.
The Company was incorporated on November 15, 2011 (Date of Inception) with its
corporate headquarters located in Central Point, Oregon and its year-end is
December 31.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended December 31,
2010, the Company had minimal operations. As of December 31, 2010, the Company
has not emerged from the development stage. In view of these matters, the
Company's ability to continue as a going concern is dependent upon the Company's
ability to begin operations and to achieve a level of profitability. The Company
intends on financing its future development activities and its working capital
needs largely from the sale of public equity securities with some additional
funding from other traditional financing sources, including term notes until
such time that funds provided by operations are sufficient to fund working
capital requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.
3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
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 reporting period. Actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is
maintained with a major financial institution in the United States. Deposits
with this bank may exceed the amount of insurance provided on such deposits.
Temporary cash investments with an original maturity of three months or less are
considered to be cash equivalents.
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development,
and engineering of products are expensed as incurred. There has been no research
and development cost incurred for the period November 15, 2010 (date of
inception) through December 31, 2010.
COMMON STOCK - The Company records common stock issuances when all of the
legal requirements for the issuance of such common stock have been satisfied.
F-6
Blue Sun Media, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period from November 15, 2010 (Date of Inception)
through December 31, 2010
REVENUE AND COST RECOGNITION - The Company has no current source of revenue;
therefore the Company has not yet adopted any policy regarding the recognition
of revenue or cost.
ADVERTISING COSTS - The Company's policy regarding advertising is to expense
advertising when incurred. There has been no advertising cost incurred for the
period November 15, 2010 (date of inception) through December 31, 2010.
INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes resulting from temporary differences. Such temporary differences
result from differences in the carrying value of assets and liabilities for tax
and financial reporting purposes. The deferred tax assets and liabilities
represent the future tax consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income
Taxes" (ASC 740-10). The Company has not recognized a liability as a result of
the implementation of ASC 740-10. A reconciliation of the beginning and ending
amount of unrecognized tax benefits has not been provided since there is no
unrecognized benefit since the date of adoption. The Company has not recognized
interest expense or penalties as a result of the implementation of ASC 740-10.
If there were an unrecognized tax benefit, the Company would recognize interest
accrued related to unrecognized tax benefits in interest expense and penalties
in operating expenses.
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average common shares
outstanding for the period. Diluted loss per share is computed giving effect to
all potentially dilutive common shares. Potentially dilutive common shares may
consist of incremental shares issuable upon the exercise of stock options and
warrants and the conversion of notes payable to common stock. In periods in
which a net loss has been incurred, all potentially dilutive common shares are
considered anti-dilutive and thus are excluded from the calculation. At December
31, 2010, the Company did not have any potentially dilutive common shares.
FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards
Board (FASB) introduced a framework for measuring fair value and expanded
required disclosure about fair value measurements of assets and liabilities. The
Company adopted the standard for those financial assets and liabilities as of
the beginning of the 2008 fiscal year and the impact of adoption was not
significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value
Measurements and Disclosures" (ASC 820) defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date.
ASC 820 also establishes a fair value hierarchy that distinguishes between (1)
market participant assumptions developed based on market data obtained from
independent sources (observable inputs) and (2) an entity's own assumptions
about market participant assumptions developed based on the best information
F-7
Blue Sun Media, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period from November 15, 2010 (Date of Inception)
through December 31, 2010
available in the circumstances (unobservable inputs). The fair value hierarchy
consists of three broad levels, which gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The three levels of
the fair value hierarchy are described below:
o Level 1 - Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or liabilities.
o 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.
o Level 3 - Inputs that are both significant to the fair value measurement
and unobservable.
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of September
30, 2011. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term nature of these
instruments. These financial instruments include accounts receivable, other
current assets, accounts payable, accrued compensation and accrued expenses. The
fair value of the Company's notes payable is estimated based on current rates
that would be available for debt of similar terms which is not significantly
different from its stated value.
On December 31, 2010, the Company applied ASC 820 for all non-financial
assets and liabilities measured at fair value on a non-recurring basis. The
adoption of ASC 820 for non-financial assets and liabilities did not have a
significant impact on the Company's financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued Accounting Standard Update ("ASU") No. 2009-13,
Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") and No. 2009-14,
Certain Revenue Arrangements that include Software Elements ("ASU 2009-14").
These standards update FASB ASC 605, Revenue Recognition ("ASC 605") and FASB
ASC 985, Software ("ASC 985"). The amendments to ASC 605 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
to ASC 985 remove tangible products from the scope of software revenue guidance
and provide guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the
software revenue guidance. These amendments to ASC 605 and ASC 985 should be
applied on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2011, with
early adoption permitted. The Company adopted these amendments on December 31,
2010. Management does not believe that the adoption of this standard will have a
material impact on the Company's financial statements.
F-8
Blue Sun Media, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period from November 15, 2010 (Date of Inception)
through December 31, 2010
In January 2010, the FASB issued ASU No. 2011-06, Fair Value Measurements and
Disclosures ("ASU 2011-06"). This standard updates FASB ASC 820, Fair Value
Measurements ("ASC 820"). ASU 2011-06 requires additional disclosures about fair
value measurements including transfers in and out of Levels 1 and 2 and separate
disclosures about purchases, sales, issuances, and settlements relating to Level
3 measurements. It also clarifies existing fair value disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The standard is effective for interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements which is effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company adopted ASU 2011-06 on December 31, 2010; management does not
expect the adoption to have a material impact on the financial statements.
In February 2010, the FASB issued Accounting Standards Update No. 2010-09,
"Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." ASU 2010-09 addresses both the interaction of the requirements of
Topic 855 with the SEC's reporting requirements and the intended breadth of the
reissuance disclosures provisions related to subsequent events. An entity that
is an SEC filer is not required to disclose the date through which subsequent
events have been evaluated. ASU 2010-09 is effective immediately. The adoption
of the new guidance did not have a material impact on the Company's financial
statements.
Other recent accounting pronouncements issued by the FASB (including its EITF),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.
4. RELATED PARTY TRANSACTIONS
In December, 2010, the Company sold 9,000,000 shares of common stock to its
founder, Ms. Elise Travertini, for $0.0001 per share.
The officer and sole director of the Company is involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
The Company does not own or lease property or lease office space. The office
space used by the Company was arranged by the founder of the Company to use at
no charge.
The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been incurred had comparable transactions been entered
into with independent parties.
F-9
Blue Sun Media, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period from November 15, 2010 (Date of Inception)
through December 31, 2010
5. INCOME TAXES
There are no current or deferred income tax expense or benefit for the period
ended December 31, 2010.
The provision for income taxes is different from that which would be obtained by
applying the statutory federal income tax rate to income before income taxes.
The items causing this difference are as follows:
November 15, 2010
(Date of Inception)
through
December 31, 2010
-------------------
Tax benefit at U.S. statutory rate .................... $ -
State income tax benefit, net of federal benefit ...... -
-------------------
$ -
===================
The Company did not have any temporary differences for the period from September
3, 2011 (Date of Inception) through December 31, 2010.
6. SUBSEQUENT EVENTS
As of January 26, 2011, the date the audited financial statements were available
to be issued, there are no other subsequent events that are required to be
recorded or disclosed in the accompanying financial statements as of and for the
period ended December 31, 2010.
F-10
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
SEC Filing Fee and Printing .. $ 1,000 *
Accounting Fees .............. $ 2,500
Legal ........................ $ 1,500
-------
TOTAL ................... $ 5,000
-------
* estimate
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Nevada Business Corporation Act, we can indemnify our directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Our certificate of incorporation provides that, pursuant to Nevada law, our
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders. This provision in the
certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Nevada law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to us or our stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director directly or indirectly derived an improper
personal benefit, and for payment of dividends or approval of stock repurchases
or redemptions that are unlawful under Nevada law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Our bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by the Nevada Business Corporation Act. We are not,
however, required to indemnify any director or officer in connection with any
(a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or
on behalf of us in the performance of her or her duties as a director or
officer. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
officer in connection with that proceeding on receipt of any undertaking by or
on behalf of that director or officer to repay those amounts if it should be
determined ultimately that she or she is not entitled to be indemnified under
our bylaws or otherwise.
We have been advised that, in the opinion of the SEC, any indemnification for
liabilities arising under the Securities Act of 1933 is against public policy,
as expressed in the Securities Act, and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Prior sales of common shares
Blue Sun Media, Inc. is authorized to issue up to 520,000,000 shares of stock
with a par value of $0.0001, 500,000,000 of common stock, and 20,000,000 of
preferred stock. For the period ended December 31, 2010, we had issued 9,000,000
common shares to our sole officer and director for a total consideration of
$9,000. The issuance of the shares was made to the sole officer and director of
the Company and an individual who is a sophisticated and accredited investor,
therefore, the issuance was exempt from registration of the Securities Act of
1933 by reason of Section 4 (2) of that Act.
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Blue Sun Media, Inc. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.
During the past year, Blue Sun Media, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:
For the period ended December 31, 2010, Blue Sun Media, Inc. issued 9,000,000
shares of common stock to the sole officer and director for cash proceeds of
$9,000.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
EXHIBIT NO. DOCUMENT DESCRIPTION
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3.1 Articles of Incorporation of Blue Sun Media, Inc.
3.2 Bylaws of Blue Sun Media, Inc.
4.1 Specimen Stock Certificate of Blue Sun Media, Inc.
5.1 Opinion of Counsel.*
14.1 Code of Business Conduct and Ethics.
23.1 Consent of Accountants.
23.2 Consent of Counsel.*
99.1 Subscription Documents and Procedure of Blue Sun Media, Inc.
________________
* To be filed by amendment
(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1 Articles of Incorporation of Blue Sun Media, Inc.
EXHIBIT 3.2 Bylaws of Blue Sun Media, Inc.
EXHIBIT 4.1 Specimen Stock Certificate of Blue Sun Media, Inc.
EXHIBIT 5.1 Opinion of Counsel.
EXHIBIT 14.1 Code of Business Conduct and Ethics.
EXHIBIT 23.1 Consent of Accountants
EXHIBIT 23.2 Consent of Counsel.
EXHIBIT 99.1 Subscription Documents and Procedure of Blue Sun Media, Inc.
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
i. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
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5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the State of California
on January 26, 2011.
Blue Sun Media, Inc.
/s/ Elise Travertini
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Elise Travertini
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Elise Travertini, as her true and lawful
attorney-in-fact and agent with full power of substitution and restitution, for
him and in her name, place and stead, in any and all capacities to sign this
Registration Statement and any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her substitute, may
lawfully do or cause to be done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated.
/s/ Elise Travertini January 26, 2011
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Elise Travertini
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
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