-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VhnGPZdb3RdqGmm8NGU/t+cbyAaFTcMegFtwrGLicZpPgSjV5yvIxYL5EpQUO7Ld gwh+IFhGhgj8vCUa3M+UxQ== 0001078782-09-002041.txt : 20091223 0001078782-09-002041.hdr.sgml : 20091223 20091223134402 ACCESSION NUMBER: 0001078782-09-002041 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Moose Media Inc CENTRAL INDEX KEY: 0001307579 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 201431677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-53769 FILM NUMBER: 091257517 BUSINESS ADDRESS: STREET 1: 3113 ST CHRISTOPHER COURT CITY: ANTIOCH STATE: CA ZIP: 94509 BUSINESS PHONE: 877-841-0236 MAIL ADDRESS: STREET 1: 3113 ST CHRISTOPHER COURT CITY: ANTIOCH STATE: CA ZIP: 94509 10-Q/A 1 bluemoose10qa2093009.htm SEPTEMBER 30, 2009 10-Q/A2 10Q/A2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A2

(Mark One)


S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2009.

or


£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________________ to ___________________________


Commission File Number: 000-53769


BLUE MOOSE MEDIA, INC.

(Exact name of registrant as specified in its charter)


Nevada

20-1431677

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

3113 St. Christopher Ct. Antioch, CA

94509

(Address of principal executive offices)

(Zip Code)


925-219-3584

(Registrant’s telephone number, including area code)


 (Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. £Yes S No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). £ Yes £ No


Indicate by check mark whether the registrant is a large accelerated 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.


Large accelerated filer £

Accelerated filer £


Non-accelerated filer £ (Do not check if a smaller reporting company)

Smaller reporting company S


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). S Yes £ No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. £ Yes £ No


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2009: 21,371,750




Explanatory Note:  The purpose of this Amendment No. 2 to the report on Form 10-Q for the period ended September, 2009, is to include disclosure of information required pursuant to Regulation S-K and Form 10-Q which was inadvertently omitted from the original annual report filed on November 12, 2009.  In addition, certain language in the certification required pursuant to Rule 13a-14(a) was inadvertently omitted in the original filing and has been corrected in this amended report.  Further, we have deleted language regarding effectiveness of the Company’s internal control over financial reporting.  No changes have been made in this Amendment No. 2 to the financial statements filed with the original report.


This Amendment No. 2 continues to speak as of the date of the original Form 10-Q for the quarter September 30, 2009, and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs.  Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on November 12, 2009.




2



PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2009 and 2008 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.



3



BLUE MOOSE MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS


 

 

 

 

 

September 30,

2009

(Unaudited)

 

December 31,

2008

(Audited)

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

$

9,800

$

9,435

 

 

 

Total Current Assets

 

9,800

 

9,435

 

 

 

 

 

 

 

 

 

Long-Term Assets

 

 

 

 

 

 

Property and Equipment, net

 

257

 

368

 

 

 

Total Long-term Assets

 

257

 

368

 

 

 

 

 

 

 

 

 

Total Assets

$

10,057

$

9,803

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$

9,279

$

5,896

 

 

Advances Payable - Related Party

 

1,325

 

1,325

 

 

 

Total Liabilities

 

10,604

 

7,221

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

Preferred Stock, $0.001 par value,

 

 

 

 

 

 

 

10,000,000 shares authorized.

 

 

 

 

 

 

 

No shares issued or outstanding

 

-

 

-

 

 

Common Stock, $0.001 par value,

 

 

 

 

 

 

 

100,000,000 shares authorized.

 

 

 

 

 

 

 

21,371,750 and 1,137,750 shares

 

 

 

 

 

 

 

issued and outstanding, respectively

 

21,372

 

1,372

 

 

Additional Paid in Capital

 

82,628

 

82,628

 

 

Deficit accumulated during development stage

 

(104,547)

 

(81,418)

 

 

 

Total Stockholders' Equity (Deficit)

 

(547)

 

2,582

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

10,057

$

9,803

 

 

Note: The Balance Sheet at December 31, 2008 was taken from the audited Financial statements at that date and condensed.

 

The accompanying notes are an integral part of these unaudited condensed financial statements.





4



BLUE MOOSE MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS


 

 

For the three

months ended

September 30,

 

For the nine

months ended

September 30,

 

From

Inception

through

 

 

2009

(unaudited)

 

2008

(unaudited)

 

2009

(unaudited)

 

2008

(unaudited)

 

September

30, 2009

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

$

-

$

24,651

 

 

 

 

 

 

 

 

 

 

 

General and Administrative Costs

 

20,446

 

2,482

 

23,129

 

4,870

 

122,810

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(20,446)

 

(2,482)

 

(23,129)

 

(4,870)

 

(98,159)

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

-

 

-

 

-

 

-

 

6,388

 

 

 

 

 

 

 

 

 

 

 

Loss Before income Taxes

 

(20,446)

 

(2,482)

 

(23,129)

 

(4,870)

 

(104,547)

 

 

 

 

 

 

 

 

 

 

 

Income Tax - Current

 

-

 

-

 

-

 

-

 

-

Income Tax - Deferred

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(20,446)

$

(2,482)

$

(23,129)

$

(4,870)

$

(104,547)

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share - Basic and Diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding - Basic and Diluted

$

12,023,924

$

1,371,750

$

4,961,494

$

1,371,750

 

 




5



BLUE MOOSE MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

 

 

 

 

 

September 30,

 

From Inception

through

 

 

 

 

 

2009

(unaudited)

 

2008

(unaudited)

 

September 30,

2009

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net loss

$

(23,129)

$

(4,870)

$

(104,547)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation Expense

 

111

 

111

 

16,089

 

Change in operating assets and liabilities

 

 

 

 

 

 

 

 

Accrued Interest

 

-

 

-

 

-

 

 

Accounts Payable

 

3,383

 

2,530

 

9,279

 

 

 

Net cash flows used in operating activities

 

(19,635)

 

(2,229)

 

(79,179)

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Purchase of Fixed Assets

 

-

 

-

 

(16,346)

 

 

 

Net cash flows used in investing activities

 

-

 

-

 

(16,346)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

20,000

 

-

 

104,000

 

Proceeds from notes payable - related party

 

-

 

-

 

37,000

 

Payments on notes payable - related party

 

-

 

-

 

(37,000)

 

Proceeds from advances payable - related party

 

-

 

-

 

22,126

 

Payments on advances payable - related party

 

-

 

-

 

(20,801)

 

 

 

Net cash flows provided by financing activities

 

20,000

 

-

 

105,325

 

 

 

Net change in cash

 

365

 

(2,229)

 

9,800

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

9,435

 

22,229

 

-

 

 

 

 

 

 

 

 

 

 

Cash, end of period

$

9,800

$

20,000

$

9,800

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

-

 

-

 

6,388

 

 

Income Taxes

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

 

 

 

 

 

For the Periods Ended September 30, 2009 and 2008:

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 


The accompanying notes are an integral part of these unaudited condensed financial statements.



6



BLUE MOOSE MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS


Note 1 - Organization and Summary of Significant Accounting Policies


Organization


Blue Moose Media, Inc., (”the Company") was incorporated under the laws of the State of Nevada on July 1 , 2004. The Company's previous business included providing video, DVD, CD-ROM and DVD-ROM production and design services and photography and videos of special events, including weddings. Currently the Company is seeking other business opportunities. The Company is considered a development stage company as defined in Accounting Standards Codification No. 915.


Basis of Presentation


The interim financial information of the Company as of September 30, 2009 and for the three-month and nine-month periods ended September 30, 2009 and 2008 is unaudited, and the balance sheet as of December 31, 2008 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 1 to the Notes to Consolidated Financial Statements included in the Company's Registration Statement on Form 10 for the year ended December 31, 2008. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months and nine months ended September 30, 2009 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2009. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Registration Statement on Form 10 for the year ended December 31, 2008.


Note 2 - Property and Equipment


The Company's property and equipment consisted of the following as of September 30, 2009 and December 31, 2008:


Property & Equipment:

 

September 30,

2009

 

December 31,

2008

Furniture

$

1,030

$

1,030

Computer Equipment

 

15,316

 

15,316

 Total Property & Equipment

 

16,346

 

16,346

Accumulated Depreciation

 

(16,089)

 

(15,978)

 Net Property & Equipment

$

257

$

368


Depreciation expense for the three months ended September 30, 2009 and 2008 was $37 and $37, respectively. Depreciation expense for the nine months ended September 30, 2009 and 2008 was $111 and $111, respectively.


Note 3 - Related Party Transactions and Payable


In prior years a shareholder of the Company paid expenses on behalf of the Company. The advances bear no interest and are due on demand. At September 30, 2009 and December, 31, 2008 the Company owed $1,325 to the shareholder.


Note 4 - Capital Stock


The Company has authorized 10,000,000 shares of $0.001 par value preferred stock with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at September 30, 2009.


The Company has authorized 100,000,000 shares of $0.001 par value common stock. During July 2004, the Company issued 1,250,000 shares of common stock for cash of $5,000 at $0.004 per share. In November 2004, the Company issued 33,500 shares of common stock for cash of $13,400 at $0.40 per share. During April 2005, the Company issued 37,750 shares of common stock for cash $15,100 at $0.40 per share. During April 2006, the Company issued 50,500 shares of common stock for cash of $50,500 at $1.00 per share.



7



On August 6, 2009, the Company effected a one for four reverse stock split. The financial statements have been restated, for all periods presented, to reflect the stock split. After the split the Company had 1,371,750 shares outstanding.


On August 12, 2009, the Company issued 20,000,000 shares of post-split common stock for cash of $20,000 at $0.001 per share. This transaction resulted in a change in control of the Company.


Note 5 - Recently Issued Accounting Pronouncement


In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.


Statement of Financial Accounting Standards (“SFAS”) SFAS No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


Note 6 - Going Concern


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed and has a limited operating history. The Company is currently seeking a business opportunity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard management is proposing to raise any necessary additional funds not provided by operations through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in sustaining profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


Note 7 - Subsequent Events


The Company has evaluated subsequent events from the balance sheet date through November 11, 2009.



8



ITEM 2. PLAN OF OPERATIONS


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


Description of Business.


Blue Moose Media, Inc. (“the Company”) was originally incorporated in the State of Nevada on July 1, 2004 for the purpose of engaging in the business of providing video, DVD, CD-ROM and DVD-ROM production and design services. The Company originally focused on products to store and organize electronically all information related to an individual’s residential home, as well as wedding and event videos. During the period from inception until the end of 2007, the Company produced a handful of sample CD-ROM’s for local builders, realtors and lenders based on actual homes in our marketing area. The Company encountered difficulty in obtaining the information required for its product content and lack of a market willing to purchase the product. Although the Company did produce a number of wedding videos, low price points from competition forced the Company to abandon this product. Subsequently, the Company became inactive. Since January 2008, the Company operates as a development stage enterprise seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity.


On August 12, 2009, the Company sold 20,000,000 shares of its common stock in exchange for $20,000 to Adam Krommenhoek, who then became the controlling shareholder of the Company owning 93.58% of the Company’s currently issued and outstanding common stock.


Since ceasing its media operations at year end December 31, 2007, the Company has focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.


The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity. We are not restricting our search to any particular industry or geographical area. We may therefore engage in essentially any business in any industry. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.


Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.


Sources of Opportunities


We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.



9



We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.


Criteria


We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.


In analyzing prospective business opportunities, management will consider the following factors:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.


Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.


Methods of Participation of Acquisition


Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.


Procedures


As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.


We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant.



10



Competition


We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.


Employees


We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business. We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.


Plan of Operation


The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The Company’s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.


Results of Operations – Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008


We did not generate any revenue for the three months ended September 30, 2009 or 2008. For the three months ended September 30, 2009 we had general and administrative expenses of $20,446 for a net loss of the same amount compared to general and administrative expenses of $2,482 for a net loss of the same amount for the three months ended September 20, 2008. Our increase in expenses is attributed to our auditing and legal fees associated with our filing a Form 10 registration statement with the Securities and Exchange Commission.


Results of Operations – Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008


We did not generate any revenues from operations during the nine month periods ended September 30, 2009 and 2008. Expenses during the nine month period ended September 30, 2009 were $23,129 for a net loss of the same amount compared to expenses of $4,870 for a net loss of the same amount for the nine month period ended September 30, 2008. Expenses for both periods consisted entirely of general and administrative expenses. Our increase in expenses is attributed to our auditing and legal fees associated with our filing a Form 10 registration statement with the Securities and Exchange Commission.


Liquidity and Capital Resources


The Company’s balance sheet as of September 30, 2009, reflects total assets of $9,800 in cash and $257 in property and equipment, net. As of September 30, 2009, our liabilities were $10,604 which included $9,279 in accounts payable, and $1,325 in advances payable to a related party.


We anticipate our expenses to be limited to accounting, auditing, legal and filing fees associated with continuing our reporting status with the Securities and Exchange Commission along with miscellaneous expenses related to our corporate existence. We estimate our ongoing expenses to be $15,000 per year. We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments. We received $20,000 from our recent sale of stock in August 2009 and believe this amount will be sufficient to cover our expenses for the next year.



11



In the past we have relied on advances from our president to cover our operating costs. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.< /P>


The Company has no other assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.


Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4T. CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures.


As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, September 30, 2009. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Jason Davis (the “Certifying Officer”). Based upon that evaluation, our Certifying Officer concluded that as of the end of the period covered by this report, September 30, 2009, our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).


Our officer further concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and are also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure. 


(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.


None.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


On August 12, 2009, the Company sold 20,000,000 shares of restricted common stock for $20,000 cash to an accredited investor, Mr. Adam Krommenhoek. The shares were sold in a private transaction, to a single investor, not involving any public offering without registration and pursuant to an exemption under Regulation D, Rule 506 and Section 4(2) of the Securities Act of 1933, as amended. No brokers or commissions were paid on the transaction.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None



12



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On August 6, 2009 a majority of the shareholders owning 91.12% of the outstanding shares of common stock of the Company, by written consent approved a 1 for 4 reverse stock split of the issued and outstanding shares wherein all shareholders decreased their respective number of shares to 25% of their total with no shareholder being reversed to less than a round lot of 100 shares. No votes were cast against the reverse split, no votes were withheld and no votes abstained.


ITEM 5. OTHER INFORMATION.


None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


Exhibit No.

 

Title of Document

 

Location

 

 

 

 

 

31

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Attached

 

 

 

 

 

32

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Attached



*

The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




13



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Report to be signed on its behalf by the undersigned, thereunto duly authorized.


BLUE MOOSE MEDIA, INC.



 

Date: December 9, 2009

By: /s/ Jason D. Davis                                                  

Jason D. Davis, President and Chief Financial Officer




 




14


EX-31 2 bluemoose10qa2093009ex31.htm EX 31 SECTION 302 CERTIFICATIONS Exhibit 31

Exhibit 31

CERTIFICATION


I, Jason D. Davis, certify that:


1.   I have reviewed this amended quarterly report on Form 10-Q/A, of Blue Moose Media, Inc. for the fiscal quarter ended September 30, 2009;


2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:


(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


Date: December 9, 2009


/s/ Jason D. Davis                           

Jason D. Davis

President, Chief Executive Officer

 (Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)



EX-32 3 bluemoose10qa2093009ex32.htm EX 32 SECTION 906 CERTIFICATIONS Exhibit 32

Exhibit 32


CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Jason D. Davis, President, Treasurer, Chief Executive Officer and Chief Financial Officer of Blue Moose Media, Inc., (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:


(1)

the Amended Quarterly Report on Form 10-Q/A, of the Company for the fiscal quarter ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 o(d)); and


(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: December 9, 2009


/s/ Jason D. Davis                                

Jason D. Davis

President and Chief Executive Officer

Treasurer and Chief Financial Officer



A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been furnished to Blue Moose Media, Inc. and will be retained by Blue Moose Media, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





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