UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 [ X ] ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
the fiscal year ended December 31,
2008.
 
 [   ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto
  Commission
File Number: 000-52512
 
 BLS
Media, Inc.
 (Exact
name of registrant as specified in its charter)
  Nevada
              
              20-5874196(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)1683
      Duarte Drive, Henderson, Nevada
              
              89014(Address
      of principal executive offices)
              
              (Zip
      Code)
  (702)
450-2163
 (Registrant's
Telephone Number, Including Area Code)
  Securities
      registered under Section 12(b) of the Act:Title of each class
    registered:
                                Name of each exchange on which
      registered:None
                                NoneSecurities
      registered under Section 12(g) of the Act:Common Stock, Par Value $.001
                                  (Title
      of Class)
  Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.  o Yes    xNo
 
 Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.  o Yes    xNo
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. xYes     o No
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
 
 Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer   o    (Do
      not check if a smaller reporting company)
              Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   x
Yes      oNo
 
 The
aggregate market value of the registrant's shares of common stock held by
non-affiliates of the registrant on June 30, 2008, based on $0.10 per
share, the last price at which the common
equity was sold by the registrant as of that date, was
$45,155.
 
 As of
March 30, 2009, there were 4,515,500 shares of the issuer's $.001 par value
common stock issued and outstanding.
 
 Documents
incorporated by reference. There are no annual reports to security holders,
proxy information statements, or any prospectus filed pursuant to Rule 424 of
the Securities Act of 1933 incorporated herein by reference.
  1
 
 FORWARD-LOOKING
STATEMENTS
  In
addition to historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements are not historical facts but rather are based on current
expectations, estimates and projections about our business and industry, and our
beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “will” and variations of these words and similar
expressions identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, many of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and uncertainties
include, but are not limited to, those described in Item 1 “Risk Factors”
and elsewhere in this report. Forward-looking statements that were believed to
be true at the time made may ultimately prove to be incorrect or false. We
undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.
 
 PART
I
 
 Item 1.
Business.
 
 Our Background. We were
incorporated in Nevada on October 31, 2006, as BLS Media, Inc.
 
 Our Business. We are a full
service video production and media relations company that specializes in
providing customized video production services, public relations services and
copy editing services to businesses.  We believe that, based on our
management’s experience, that we will be able to understand our clients’ needs
and tailor video production services, public relations services and copy editing
services to satisfy our clients’ business requirements. We intend to market our
services in the Las Vegas area by means of personal contacts of our management
as well as targeting businesses that visit Las Vegas for various industry
conventions. As Las Vegas hosts several large conventions throughout the year,
we believe those conventions provide a large population of potential clients who
need that services that we offer.
  Video Production Services. We
offer full video production services from concept to finished program. We
consult with the client to define the client’s goals and objectives, plan an
approach, and produce video segments that fit the client’s audience
needs. We combine marketing strategy with visual creativity to produce high
quality film or video productions. We offer video production services
including:
  ·
              Corporate Video
      Services. For corporate marketing, we specialize in designing
      video for internal corporate communications. Our unique approach of
      creating at maximizing the ease, use, and impact of the video for the
      busy professional.
 ·
              Performance Arts Video
      Services. For artists, we specialize in creating
      mini-documentaries for broadcast as well as use for promotional, funding,
      and booking uses. The mini-documentary format gives artists a chance to
      tell their story in an exciting new
way.
 
 We offer
the following pre-production, production, and post-production services to meet
the clients’ specific needs:
 
 ·
              Pre-production.
      During this stage, we become well acquainted with the clients’ specific
      goals before the
      taping begins.  We will walk through the concept creation,
      writing, casting, researching, and any other preparation items the client
      will need for the actual production
stage.
 ·
              Production.  During
      the actual production, we will provide professional filming or videotaping
      services in order to prepare for the last
stage.
  2
  ·
              Post-production.  During
      this stage, we will include graphics, animations, audio mixing, and
      editing to bring the clients’ project to
  perfection.
 
 Since
producing is not a “one size fits all” process, we will provide an experienced
producer to supervise your project through all three steps.  We also
maintain a diverse pool of professionals from which to draw when needs for
writers, actors, editors, directors, producers, talent consultants, and others,
arise.
 
 Public Relations Services. We
intend to provide our public relations services under the trade name “Positively
PR”. We believe positive public relations can have a major impact on a client’s
business or organization.  We will help our clients to build name
recognition, and, in doing so, create a precise, first-rate image of your
company. Our public relations services offer media/client services
including:
 
 ·
              create
      specific and strategic media plans according to client needs and adhering
      to a strict and detailed timeline;
 ·
              identify
      and focus on client’s target
market;
 ·
              identify
      media outlets integral to obtaining positive public
    relations
 ·
              develop
      media kits;
 ·
              create
      a newsletter if desired;
 ·
              create
      and disseminate of press releases to the appropriate media
      outlets;
 ·
              coordinate
      media interviews;
 ·
              prepare
      key individuals in client’s company for press
  interviews;
 ·
              create
      and organize special events;
 ·
              research
      and pitch editorial opportunities and guest
  columns;
 ·
              create
      sponsorship opportunities if desired;
and
 ·
              coordinate
      community involvement.
 
 We
believe the key to public relations is to obtain the right kind of publicity in
order to enhance your other marketing and advertising efforts.  When a
favorable story emerges via print or visual media, the client’s audience will
see that the client’s company is reliable, trustworthy, and
worthwhile.  Furthermore, utilizing copies of the positive media can
serve as very influential marketing tools.  Including this positive
publicity in all of the client’s materials will immensely boost the client’s
credibility and give the client’s business or organization a positive public
perception.
 
 Copy Editing and Proofreading
Services. We intend to provide our copy editing and proofreading services
under the trade name “Get it Write!”. We offer our copy editing and proofreading
services to fine-tune our clients’ written materials. Our copy editing and
proofreading services include:
 
 ·
              basic
      proofreading and copy-editing;
 ·
              proofreading
      and copy-editing with needed rewrites;
and
 ·
              extensive
      rewriting.
  Our
experienced staff treats each individual piece of writing with care and
attention to detail. We provide our clients with useful feedback in a timely
manner.
  Our Target Markets and Marketing
Strategy.  We believe that our primary target market will
consist of small and medium sized businesses that wish to outsource their video
production services, public relations services and copy editing services to
third parties. In addition to small and medium sized businesses, we believe
another potential target market will be providing our services to large
companies that participate in Las Vegas conventions. We intend promote our
services by means of relationship-building with potential clients, trade
magazine articles and advertisements, reputation and word of mouth. We also
intend to attend industry events to build relationships with potential clients
for our services. Our marketing initiatives will include:
 
 ·
              research
      small to medium size businesses that are located near our current accounts
      in California;
 ·
              develop
      and print sales and marketing materials including brochures and cards;
      and
 ·
              initiate
      direct contact with those potential
customers.
 
 3
  Growth Strategy.Our objective
is to become one of the dominant providers of video production and media
relations services in the Las Vegas area.  Our strategy is to provide
clients with exceptional personal service and high quality production services.
Key elements of our strategy include:
 
 ·
              increase
      our relationships with businesses;
 ·
              increase
      our relationships with third party providers of digital products and
      services;
 ·
              continue
      and expand our website;
 ·
              provide
      additional services for businesses and
  consumers;
 ·
              pursue
      relationships with joint venture candidates. We will attempt to establish
      joint ventures with companies that will support our business development;
      and
 ·
              expand
      operations into California.
 
 Our Website.Our website is
located at www.blsmedia.com. Our
current website displays contact information and provides a general description
of the services that we provide as well as our production
capabilities.  We anticipate that our website will be developed to
allow potential customers to acquaint themselves with our portfolio of prior
productions.
 
 Our Competition. The video
production and media relations industry in the United States is highly
competitive. We compete with a substantial number of advertising agencies,
general production companies, and public relations firms. We also have
competition from small fragmented video production and public relations firms
that operate in the same geographic areas as we do. The major competitive
factors in our business are the quality of customer service, the quality of
finished products and price. Our ability to compete effectively in providing
customer service and quality finished products is primarily dependent on the
level of sophistication and creativity of our products, the availability of
equipment and the ability to perform the services with speed and accuracy. We
believe we will be able to compete effectively in all of these
areas.
 
 Many of
our competitors have greater financial resources than we have, enabling them to
finance acquisition and development opportunities, to pay higher prices for the
same opportunities or to develop and support their own operations. In addition,
many of these companies can offer bundled, value-added or additional services
not provided by us, and may have greater name recognition.  These
companies might be willing to sacrifice profitability to capture a greater
portion of the market for similar products and services, or pay higher prices
than we would for the same expansion and development
opportunities.  Consequently, we may encounter significant competition
in our efforts to achieve our internal growth objectives. We cannot guaranty
that we will be able to compete effectively in this industry.
  Our Intellectual
Property.   We do not presently own any copyrights,
patents, trademarks, licenses, concessions or royalties. We intend to protect
various words, names, symbols, and devices that are used with goods produced by
us through the use of trademarks, and our services through the use of service
marks. We may file trademark applications for “Positively PR” and “Get It
Write!” with the US Patent and Trademark Office to protect those service marks.
In the event that we file those applications, we cannot guaranty we will receive
such trade or service mark protection.
  We own
the Internet domain name www.blsmedia.com. Under current domain name
registration practices, no one else can obtain an identical domain name, but
someone might obtain a similar name, or the identical name with a different
suffix, such as “.org”, or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our domain names.
 
 Our
success may depend in part upon our ability to preserve our trade secrets,
obtain and maintain patent protection for our technologies, products and
processes, and operate without infringing the proprietary rights of other
parties. However, we may rely on certain proprietary technologies, trade
secrets, and know-how that are not patentable. Although we may take action to
protect our unpatented trade secrets and our proprietary information, in part,
by the use of confidentiality agreements with our employees, consultants and
certain of our contractors, we cannot guaranty that:
 
 ·
              these
      agreements will not be breached;
  4
  ·
              we
      would have adequate remedies for any breach;
or
 ·
              our
      proprietary trade secrets and know-how will not otherwise become known or
      be independently developed or discovered by
  competitors.
 
 We cannot
guaranty that our actions will be sufficient to prevent imitation or duplication
of either our services or business methods by others or prevent others from
claiming violations of their intellectual property rights.
 
 Government Regulation. We are
subject to federal, state and local laws and regulations generally applied to
businesses, such as payroll taxes on the state and federal levels. We believe
that we are in conformity with all applicable laws in all relevant
jurisdictions. We do not believe that we have not been affected by any of the
rules and regulations specified in this section.
 
 Research and
Development.We are not currently conducting any research and
development activities. We do not anticipate conducting such activities in the
near future.
 
 Employees.As of
March 30, 2009, we have no employees other than our officers. We anticipate that
we will not hire any employees in the next six months, unless we generate
significant revenues. From time-to-time, we anticipate that we will use the
services of independent contractors and consultants for the various services
that we provide, if our existing staffing levels are not adequate to furnish
such services.  We will determine when and whether to add to our staff
or supplement it by means of independent contractors in the event that we obtain
additional contracts for services.  We anticipate that we would engage
independent contractors on a flat fee basis.
 
 Facilities.Our executive,
administrative and operating offices are located at 1683 Duarte Drive,
Henderson, Nevada, 89014. Brittany Prager, our president, secretary and one of
our directors, provides approximately 200 square feet of office space to us at
no charge. Our financial statements reflect, as occupancy costs, the fair market
value of that space, which is approximately $200 per month. That amount has been
included in the financial statements as additional capital contribution by Ms.
Prager. We do not have a written lease or sublease agreement with Ms. Prager. We
believe that our facilities are adequate for our needs and that additional
suitable space will be available on acceptable terms as required. We do not own
any real estate.
 
 Item 1A. Risk
Factors.
 
 Investing
in our common stock involves a high degree of risk. Any potential investor
should carefully consider the risks and uncertainties described below before
purchasing any shares of our common stock. The risks described below are those
we currently believe may materially affect us.
 
 Risks Related to our
Business:
 
 We
have a limited operating history upon which an evaluation of our prospects can
be made.
 
 We were
incorporated in October 2006. Our lack of operating history makes an evaluation
of our business and prospects very difficult. Our prospects must be considered
speculative, considering the risks, expenses, and difficulties frequently
encountered in the establishment of a new business. We cannot be certain that
our business will be successful or that we will generate significant
revenues.
 
 We need to raise additional capital to market our products
and services. Our failure to raise additional capital will significantly affect
our ability to fund our proposed marketing activities.
 
 We are
currently not engaged in any sophisticated marketing program to market our
services because we lack sufficient capital and revenues to justify the
expenditure. We need to raise additional capital to spend more funds on
marketing and promotion. We do not know if we will be able to acquire additional
financing at commercially reasonable rates. Our failure to obtain additional
funds would significantly limit or eliminate our ability to fund our sales and
marketing activities.
  5
  We have incurred a net loss since
inception and expect to incur net losses for the foreseeable
future.
 
 As of
December 31, 2008, our net loss since inception was $128,385. We expect to incur
significant operating and capital expenditures and, as a result, we expect
significant net losses in the future. We will need to generate significant
revenues to achieve and maintain profitability. We may not be able to generate
sufficient revenues to achieve profitable operations.
 
 Because
we are a development stage company, we have limited revenues to sustain our
operations.
 
 We are a
development stage company that is currently developing our business. To date, we
have only generated very limited revenues. The success of our business
operations will depend upon our ability to obtain clients and provides quality
services to those clients. We are not able to predict whether we will be able to
develop our business and generate significant revenues. If we are not able to
complete the successful development of our business plan, generate significant
revenues and attain sustainable operations, then our business will
fail.
 
 We
may not be able to compete effectively with other providers that have more
resources and experience than we have.
 
 Our
industry is significantly competitive. We have competitors that provide some or
all of the services we provide and who are larger and have more resources than
we do. Many of our competitors have significantly greater financial, human and
marketing resources than we have. As a result, such competitors may be able to
respond more quickly to new trends and changes in customer demands. Such
competitors may also be able to devote greater resources to the development,
promotion, sale, and support of their services than we do. If we do not compete
effectively with current and future competitors, we may be unable to secure new
and renewed client contracts, or we may be required to reduce our rates in order
to complete effectively. This could result in a reduction in our revenues,
resulting in lower earnings or operating losses.
 
 Our
officers and directors are engaged in other activities that could conflict with
our interests. Therefore, our officers and directors may not devote sufficient
time to our affairs, which may affect our ability to conduct marketing
activities and generate revenues.
 
 The
individuals serving as our officers and directors have existing responsibilities
and may have additional responsibilities to provide management and services to
other entities. As a result, conflicts of interest between us and the other
activities of those entities may occur from time to time, in that our officers
and directors shall have conflicts of interest in allocating time, services, and
functions between the other business ventures in which he may be or become
involved and our affairs.
 
 As a service oriented business, we
depend on the efforts and abilities of our management to continue
operations.
 
 Our
management is our only employees with experience relevant to business. Outside
demands on our management’s time may prevent them from devoting sufficient time
to our operations. In addition, the demands on their time will increase because
of our status as a public company.   The interruption of the
services of our management could significantly hinder our operations, profits
and future development, if suitable replacements are not promptly
obtained.  We do not currently have any executive compensation
agreements.  We cannot guaranty that our management will remain with
us.
 
 Our auditors have expressed
substantial doubt regarding our ability to continue operations as a “going
concern.” Investors may lose all of their investment if we are unable to
continue operations and generate revenues, or if we do not raise sufficient
funds in this offering.
 
 We have
recently generated minimal revenues from our operations.  In the
absence of significant sales and profits, we will seek to raise additional funds
to meet our working capital needs principally through the additional sales of
our securities.  However, we cannot guaranty that we will be able to
obtain sufficient additional funds when needed, such as the funds we are
attempting to raise in this offering, or that such funds, if available, will be
obtainable on terms satisfactory to us.  If we do not raise sufficient
funds in this offering, we may not be able to continue in
business.  As a result, our auditors believe that substantial doubt
exists about our ability to continue operations.
  6
 
 The
costs to meet our reporting requirements as a public company subject to the
Exchange Act of ’34 will be substantial and may result in us having insufficient
funds to operate our business.
 
 We will
incur ongoing expenses associated with professional fees for accounting and
legal expenses associated with being a public company. We estimate that these
costs will range up to $50,000 per year for the next few years. Those fees will
be higher if our business volume and activity increases.  Those
obligations will reduce and possibly eliminate our ability and resources to fund
our operations and may prevent us from meeting our normal business
obligations.
  Risks Related to Owning Our
Common Stock
  Our
officers, directors and principal shareholders own approximately 88% of our
outstanding shares of common stock, allowing these shareholders control matters
requiring approval of our shareholders.
 
 Our
officers, directors and principal shareholders beneficially own, in the
aggregate, approximately 88% of our outstanding shares of common
stock.  Such concentrated control of the company may adversely affect
the price of our common stock.  Our officers, directors and principal
shareholders can control matters requiring approval by our security holders,
including the election of directors.
  We
lack a public market for shares of our common stock, which may make it difficult
for investors to sell their shares.
  There is
no public market for shares of our common stock. We cannot guaranty that an
active public market will develop or be sustained. Therefore, investors may not
be able to find purchasers for their shares of our common stock. Should there
develop a significant market for our shares, the market price for those shares
may be significantly affected by such factors as our financial results and
introduction of new products and services.
  Our
common stock may be subject to penny stock regulations which may make it
difficult for investors to sell their stock.
 
 The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in “penny stocks”.  Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).  The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document prepared by the Commission, which
specifies information about penny stocks and the nature and significance of
risks of the penny stock market.  The broker-dealer also must provide
the customer with bid and offer quotations for the penny stock, the compensation
of the broker-dealer and salesperson in the transaction, and monthly account
statements indicating the market value of each penny stock held in the
customer's account.  In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have
the effect of reducing the trading activity in the secondary market for a stock
that becomes subject to the penny stock rules.  If our common stock
becomes subject to the penny stock rules, holders of our shares may have
difficulty selling those shares.
 
 Item 1B. Unresolved Staff
Comments.
  None.
 
 7
  Item 2.
Properties.
 
 Property held by us.As of
December 31, 2008 and 2007, we held no real property. We do not presently own
any interests in real estate.
  Our Facilities. Our executive,
administrative and operating offices are located at 1683 Duarte Drive,
Henderson, Nevada, 89014. Brittany Prager, our president, secretary and one of
our directors, provides approximately 200 square feet of office space to us at
no charge. Our financial statements reflect, as occupancy costs, the fair market
value of that space, which is approximately $200 per month. That amount has been
included in the financial statements as additional capital contribution by Ms.
Prager. We do not have a written lease or sublease agreement with Ms. Prager.
Ms. Prager does not expect to be paid or reimbursed for providing office
facilities.  We believe that our facilities are adequate for our needs
and that additional suitable space will be available on acceptable terms as
required. We do not own any real estate.
 
 Item 3. Legal
Proceedings.
 
 There are
no legal actions pending against us nor are any legal actions contemplated by us
at this time.
 
 Item 4. Submission of
Matters to Vote of Security Holders.
 
 Not
applicable.
  PART
II
 
 Item 5. Market for Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
 
 Market Information.  In
September 2007, our common stock became eligible for quotation on the
Over-the-Counter Bulletin Board under the symbol “BLSM”. As of March 27, 2009,
no shares of our common stock have traded.
 
 Reports to Security Holders.We are a
reporting company with the Securities and Exchange Commission, or
SEC.The public may read and copy any materials filed with the
Securities and Exchange Commission at the Security and Exchange Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may also obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330.  The
Securities and Exchange Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Securities and Exchange Commission.
The address of that site is http://www.sec.gov.
 
 As of
March 27, 2009, there were 37 record holders of our common stock.
 
 There are
no outstanding shares of our common stock which can be sold pursuant to Rule
144. There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. We have not agreed to register for
sale any shares of common stock held any of our shareholders.
 
 There
have been no cash dividends declared on our common stock.  Dividends
are declared at the sole discretion of our Board of Directors.
 
 No Equity Compensation Plan.We do not have any securities authorized for issuance under any equity
compensation plan.  We also do not have an equity compensation plan
and do not plan to implement such a plan.
 
 Recent Sales of Unregistered
Securities.There have been no sales of unregistered securities within
the last three (3) years which would be required to be disclosed pursuant to
Item 701 of Regulation S-B, except for the following:
 
 In
November 2006, we issued 2,000,000 shares of our common stock to Brittany Prager
and 2,000,000 shares of our common stock to Gary Prager, who were our founders
and our officers and directors at inception.  These shares were issued
in exchange for cash of $4,000, or $.001 per share. The shares were issued in a
transaction which we believe satisfies the requirements of that certain
exemption from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended, which exemption is specified by the
provisions of Section 4(2) of that act. We believe that our founders had such
knowledge and experience in financial and business matters that they were
capable of evaluating the merits and risks of the prospective investment. In
addition, our founders had sufficient access to material information about us
because they also served as our officers and directors.
  8
  Use of Proceeds of Registered
Securities.There were no sales or proceeds during the calendar year
ended December 31, 2007, for the sale of registered securities, except for the
following:
 
 We filed
a Registration Statement on Form SB-2 to sell 4,000,000 shares of our common
stock at a purchase price of $0.10 per share in a direct public offering. The
Registration Statement on Form SB-2 became effective in March 2007. On June 30,
2007, we issued 315,500 shares of our common stock to unrelated investors for
cash of $31,550 pursuant to our Registration Statement on Form SB-2. On July 23,
2007, we issued 200,000 shares of our common stock to unrelated investors for
cash of $20,000 pursuant to our Registration Statement on Form SB-2. We have
used those proceeds for working capital.
 
 Penny Stock
Regulation.  Trading of our securities will be in the
over-the-counter markets which are commonly referred to as the “pink sheets” or
on the OTC Bulletin Board. As a result, an investor may find it more difficult
to dispose of, or to obtain accurate quotations as to the price of the
securities offered.
 
 Shares of
our common stock will probably be subject to rules adopted the Securities and
Exchange Commission that regulate broker-dealer practices in connection with
transactions in “penny stocks”.  Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in those
securities is provided by the exchange or system).  The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Securities and Exchange Commission, which contains the
following:
 
 ·
              a
      description of the nature and level of risk in the market for penny stocks
      in both public offerings and secondary
trading;
 ·
              a
      description of the broker’s or dealer’s duties to the customer and of the
      rights and remedies available to the customer with respect to violation to
      such duties or other requirements of securities’
  laws;
 ·
              a
      brief, clear, narrative description of a dealer market, including "bid"
      and "ask” prices for penny stocks and the significance of the spread
      between the "bid" and "ask" price;
 ·
              a
      toll-free telephone number for inquiries on disciplinary
      actions;
 ·
              definitions
      of significant terms in the disclosure document or in the conduct
      of  trading in penny stocks;
and
 ·
              such
      other information and is in such form (including language, type, size and
      format), as the Securities and Exchange Commission shall require by rule
      or regulation.
 
 Prior to
effecting any transaction in penny stock, the broker-dealer also must provide
the customer the following:
 
 ·
              the
      bid and offer quotations for the penny
stock;
 ·
              the
      compensation of the broker-dealer and its salesperson in the
      transaction;
 ·
              the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and
 ·
              monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.
 
 In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably
statement.  These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules.  Holders of shares of our common
stock may have difficulty selling those shares because our common stock will
probably be subject to the penny stock rules.
  9
 
 Purchases of Equity Securities.None during the period covered by this report.
  Item 6. Selected Financial
Data.
 
 Not
applicable.
 
 Item 7. Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation.
 
 Critical Accounting Policy and
Estimates.Our Management's Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.
 
 These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2008. The following
discussion of our financial condition and results of operations should be read
in conjunction with our audited financial statements for the year ended December
31, 2008.
 
 For the year ended December
31, 2008 compared to the year ended December 31, 2007.
 
 Results
of Operations
 
 Revenues. We had no revenues
for the year ended December 31, 2008, as compared to revenues of $403 for the
year ended December 31, 2007.  Our ability to generate revenues has
been significantly hindered by our lack of capital. We hope to generate revenues
as we implement our business plan.
 
 Operating Expenses.For the
year ended December 31, 2008, our total operating expenses was $46,585, as
compared to total operating expenses of $67,669 for the year ended December 31,
2007. For the year ended December 31, 2008, our total operating expenses
consisted of professional fees of $42,016, which is attributed to the increased
legal expenses and accounting expenses related to being a public company, and
general and administrative expenses of $4,569. By comparison, for the year ended
December 31, 2007, our total operating expenses consisted of professional fees
of $63,361 and general and administrative expenses of $4,308. The decrease in
professional fees from 2007 to 2008 was primarily attributed to reduced legal
costs and 2007 included legal costs related to us becoming public
company.  We expect that we will continue to incur significant legal
and accounting expenses related to being a public company.
 
 Net Income or
Loss.For the year ended December 31, 2008, our net operating
loss was $46,585 and our net loss was $48,345 after our interest expense of
$1,760, as compared to the year ended December 31, 2007, in which our net
operating loss was $67,266 and our net loss was $69,026 after our interest
expense of $1,760.  We expect to continue to incur net losses for the
foreseeable future and until we generate significant revenues.
 
 Liquidity and Capital Resources.We had cash of $9,407 as of December 31, 2008, which equals our total
current assets of $9,407 as of that date. We had cash of $38,253 and prepaid
expenses of $5,417 as of December 31, 2007, which equals our total current
assets of $43,670 as of that date. The decrease in the amount of our cash from
2007 to 2008 is due to in our inability to generate revenues and our inability
to raise additional capital. We hope to obtain significant revenues from future
sales of our services.  We are also seeking to raise additional funds
to meet our working capital needs principally through the sales of our
securities.
  10
 
 As of
December 31, 2008, our total assets of $11,574 included our current assets of
$9,407, and property and equipment of $2,167, net of $890 accumulated
depreciation.   By comparison, as of December 31, 2007, we had
total assets of $45,444, including our current assets of $43,670, and property
and equipment of $1,774, net of $334 accumulated depreciation.
 
 Our
current liabilities were $79,209 as of December 31, 2008, which was represented
by accounts payable of $57,209 and a loan of $22,000 from Gary Prager, our
officer, principal shareholder and one of our directors.  As of
December 31, 2007, our current liabilities were $67,134, which was represented
by accounts payable of $45,134 and the loan of $22,000 from Gary
Prager.  The note bears interest at 8% and is due upon demand, no
later than December 28, 2007.  The loan agreement was amended to
extend the due date of the loan to January 28, 2010. Mr. Prager
advanced those funds to us for working capital.  We had no other
liabilities and no long term commitments or contingencies as of December 31,
2008.
 
 In
November 2006, we sold 2,000,000 shares of our common stock to Brittany Prager
and 2,000,000 shares of our common stock to Gary Prager, who were our founders
and were our officers and directors at inception. These shares were issued in
exchange for cash of $4,000.
 
 We filed
a Registration Statement on Form SB-2 to sell 4,000,000 shares of our common
stock at a purchase price of $0.10 per share in a direct public offering. The
Registration Statement on Form SB-2 became effective in March 2007. On June 30,
2007, we issued 315,500 shares of our common stock to unrelated investors for
cash of $31,550 pursuant to our Registration Statement on Form SB-2. On July 23,
2007, we issued 200,000 shares of our common stock to unrelated investors for
cash of $20,000 pursuant to our Registration Statement on Form SB-2. We have
used all of those proceeds for working capital.
 
 During
2009, we expect that the legal and accounting costs of becoming a public company
will continue to impact our liquidity and we may need to obtain funds to pay
those expenses. Other than the anticipated increases in legal and accounting
costs due to the reporting requirements of becoming a reporting company, we are
not aware of any other known trends, events or uncertainties, which may affect
our future liquidity.
 
 Our Plan of Operation for the Next
Twelve Months.  During 2007, we raised $51,550 pursuant to our
Registration Statement on Form SB-2. We have used all of those proceeds for
working capital. We had hoped to use some of the proceeds to begin marketing and
promoting our services as well as conducting market research but we have been
unable to conduct marketing activities.
 
 To date,
we have experienced significant difficulties in generating revenues and raising
additional capital. We believe our inability to raise significant additional
capital through debt or equity financings is due to various factors, including,
but not limited to, a tightening in the equity and credit markets as well the
general turmoil in the capital markets. We had hoped to market our services
during the last twelve months. However, our ability to market our services has
been negatively affected by our inability to raise significant capital and our
inability to generate significant revenues. Our failure to market and promote
our services will hinder our ability to increase the size of our operations and
generate additional revenues. If we are not able to generate additional revenues
that cover our estimated operating costs, our business may ultimately
fail.
 
 During
the next three to six months, our primary objective is to begin obtaining
clients so that we generate revenues to support our operations. During the next
six to twelve months, we hope to expand our operations and service several
accounts. We will need to raise additional capital to fund all of our proposed
business activities and fully implement our business plan.
  11
 
 We have
cash of $9,407 as of December 31, 2008. In the opinion of management, available
funds will not satisfy our working capital requirements to operate at our
current level of activity for the next twelve months. Our forecast for the
period for which our financial resources will be adequate to support our
operations involves risks and uncertainties and actual results could fail as a
result of a number of factors. In order to implement our business plan in the
manner we envision, we will need to raise additional capital in addition to the
funds that we recently raised.  We cannot guaranty that we will be
able to raise additional funds. Moreover, in the event that we can raise
additional funds, we cannot guaranty that additional funding will be available
on favorable terms. In the event that we experience a shortfall in our capital,
we hope that our officers, directors and principal shareholders will contribute
funds to pay for our expenses to achieve our objectives over the next twelve
months.
 
 As a
result of our difficulties in generating revenues and raising additional
capital, we also intend to explore acquiring smaller companies with
complementary businesses. Accordingly, over the next six months, we intend to
research potential opportunities for us to acquire smaller companies with
complementary businesses to our business and other companies that may be
interested in being acquired by us or entering into a joint venture agreement
with us. As of the date of this report, we have not identified any potential
acquisition or joint venture candidates. We cannot guaranty that we will acquire
or enter into any joint venture with any third party, or that in the event that
we acquire another entity, this acquisition will increase the value of our
common stock. We hope to use our common stock as payment for any potential
acquisitions.
 
 We are
not currently conducting any research and development activities.  We
do not anticipate conducting such activities in the near future. In the event
that we expand our customer base, then we may need to hire additional employees
or independent contractors as well as purchase or lease additional equipment.
Our management believes that we do not require the services of independent
contractors to operate at our current level of activity.  However, if
our level of operations increases beyond the level that our current staff can
provide, then we may need to supplement our staff in this manner.
 
 Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.
 
 Off-Balance Sheet Arrangements.We have no off-balance sheet arrangements.
 
 Item 7A. Quantitative and
Qualitative Disclosures About Market Risk.
 
 Not
applicable.
 
 Item 8. Financial Statements
and Supplementary Data.
 
 The
financial statements required by Item 8 are presented in the following
order:
  TABLE
OF CONTENTS
 
 Report
      of Independent Registered Public Accounting Firm
                                F-1Balance
      Sheets
                                F-2Statements
      of Operations
                                F-3Statements
      of Changes in Stockholders’ Deficit
                                F-4Statements
      of Cash Flows
                                F-5Notes
      to Financial Statements
                                F-6
  12
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders
 BLS
Media, Inc.
 Henderson,
Nevada
 
 We have
audited the accompanying balance sheets of BLS Media, Inc. (a development stage
company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ deficit, and cash flows for the years then ended and
for the period from inception (October 31, 2006) through December 31, 2008.
These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of BLS Media, Inc. as of December 31,
2008 and 2007, and the results of its operations and its cash flows for the
years then ended and for the period from inception (October 31, 2006) through
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As more fully described in Note 2,
the Company has incurred recurring operating losses and has an accumulated
deficit.  These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.  Management’s plans in regard
to these matters are also described in Note 2.  The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
  /s/
      Mendoza Berger &
      Company LLPMendoza Berger &
      Company LLP
                            Irvine,
      California
                              March
      19, 2009
  F-1
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
 DECEMBER
31, 2008 AND 2007
 ASSETS
 
 2008
                              
                              
                              2007Current
      assetsCash
                              
                              $
                              9,407
                              
                              
                              $
                              38,253Prepaid
      expenses
                              
                              
                              -
                              
                              
                              
                              5,417Total
      current assets
                              
                              
                              9,407
                              
                              
                              
                              43,670Property
      and equipment, net of $890 and $334accumulated
      depreciation, respectively
                              
                              
                              2,167
                              
                              
                              
                              1,774Total
      assets
                              
                              $
                              11,574
                              
                              
                              $
                              45,444
 LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
                                
                                $
                                57,209
                                
                                
                                $
                                45,134Loan
      from stockholder
                                
                                
                                22,000
                                
                                
                                
                                22,000Total
      current liabilities
                                
                                
                                79,209
                                
                                
                                
                                67,134Stockholders’
      deficitCommon
      stock, $.001 par value; 100,000,000 shares authorized,4,515,500
      shares issued and outstanding
                                
                                
                                4,516
                                
                                
                                
                                4,516Additional
      paid-in capital
                                
                                
                                56,234
                                
                                
                                
                                53,834Deficit
      accumulated during the development stage
                                
                                
                                (128,385
                                )
                                
                                
                                (80,040
                                )Total
      stockholders’ deficit
                                
                                
                                (67,635
                                )
                                
                                
                                (21,690
                                )Total
      liabilities and stockholders’ deficit
                                
                                $
                                11,574
                                
                                
                                $
                                45,444
   See accompanying notes to
financial statements.
 F-2
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 STATEMENTS
OF OPERATIONS
 For
      the
                    Year
      Ended December 31, 2008
                  
                  
                  For
      the
                    Year
      Ended December 31, 2007
                  
                  
                  For
      the Period from Inception
                    (October
      31, 2006) through
                    December
      31, 2008Net
      revenue
                  
                  $
                  -
                  
                  
                  $
                  403
                  
                  
                  $
                  403Operating
      expensesLegal
      and professional
                  
                  
                  42,016
                  
                  
                  
                  63,361
                  
                  
                  
                  115,972General
      and Administrative
                  
                  
                  4,569
                  
                  
                  
                  4,308
                  
                  
                  
                  9,277Total
      operating expenses
                  
                  
                  46,585
                  
                  
                  
                  67,669
                  
                  
                  
                  125,249Net
      operating loss
                  
                  
                  (46,585
                  )
                  
                  
                  (67,266
                  )
                  
                  
                  (124,846
                  )Interest
      expense
                  
                  
                  (1,760
                  )
                  
                  
                  (1,760
                  )
                  
                  
                  (3,539
                  )Loss
      before income taxes
                  
                  
                  (48,345
                  )
                  
                  
                  (69,026
                  )
                  
                  
                  (128,385
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (48,345
                  )
                  
                  $
                  (69,026
                  )
                  
                  $
                  (128,385
                  )Net
      loss per common share – basic and diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.03
                  )Weighted
      average of commonshares
      – basic and diluted
                  
                  $
                  4,515,000
                  
                  
                  $
                  4,298,212
                  
                  
                  $
                  4,352,623
 
  See accompanying notes to
financial statements.
  F-3
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT
 FOR
THE PERIOD FROM INCEPTION (OCTOBER 31, 2006)
 THROUGH
DECEMBER 31, 2008
 DeficitAccumulated
                              
                              TotalCommon
      Stock
                              
                              
                              Additional
                              
                              
                              During
                              
                              Stockholders’Number
      of Shares
                              
                              
                              Amount
                              
                              
                              Paid-In
                                Capital
                              
                              
                              Development
                                Stage
                              
                              Equity
                                (Deficit)Balance,
      October 31, 2006
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Issuance
      of common stock, November 1, 2006
                              
                              
                              4,000,000
                              
                              
                              
                              4,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              4,000Additional
      paid-in capital in exchange for facilitiesprovided
      by related party
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              400
                              
                              
                              
                              -
                              
                              
                              
                              400Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (11,014
                              )
                              
                              
                              (11,014
                              )Balance,
      December 31, 2006
                              
                              
                              4,000,000
                              
                              
                              
                              4,000
                              
                              
                              
                              400
                              
                              
                              
                              (11,014
                              )
                              
                              
                              (6,614
                              )Issuance
      of common stock for cash,
                                June
      30, 2007
                              
                              
                              315,500
                              
                              
                              
                              316
                              
                              
                              
                              31,234
                              
                              
                              
                              -
                              
                              
                              
                              31,550Issuance
      of common stock for cash,
                                July  23,
      2007
                              
                              
                              200,000
                              
                              
                              
                              200
                              
                              
                              
                              19,800
                              
                              
                              
                              -
                              
                              
                              
                              20,000Additional
      paid-in capital in exchange for facilitiesprovided
      by related party
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,400
                              
                              
                              
                              -
                              
                              
                              
                              2,400Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (69,026
                              )
                              
                              
                              (69,026
                              )Balance,
      December 31, 2007
                              
                              
                              4,515,500
                              
                              
                              
                              4,516
                              
                              
                              
                              53,834
                              
                              
                              
                              (80,040
                              )
                              
                              
                              (21,690
                              )Additional
      paid-in capital in exchange for facilitiesprovided
      by related party
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,400
                              
                              
                              
                              -
                              
                              
                              
                              2,400Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (48,345
                              )
                              
                              
                              (48,345
                              )Balance,
      December 31, 2008
                              
                              
                              4,515,500
                              
                              
                              $
                              4,516
                              
                              
                              $
                              56,234
                              
                              
                              $
                              (128,385
                              )
                              
                              $
                              (67,635
                              )
   See accompanying notes to
financial statements.
  F-4
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 For
      the
                    Year
      Ended
                    December
      31,
                    2008
                  
                  
                  For
      the
                    Year
      Ended
                    December
      31,
                    2007
                  
                  
                  For
      the Period from Inception
                    (October
      31, 2006) through
                    December
      31, 2008Cash
      flows from operating activitiesNet
      loss
                  
                  $
                  (48,345
                  )
                  
                  $
                  (69,026
                  )
                  
                  $
                  (128,385
                  )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesAdditional
      paid-in capital in exchange for facilities provided by related
      party
                  
                  
                  2,400
                  
                  
                  
                  2,400
                  
                  
                  
                  5,200Depreciation
                  
                  
                  556
                  
                  
                  
                  334
                  
                  
                  
                  890Changes
      in operating assets and liabilities(Increase)
      in prepaid expenses
                  
                  
                  5,417
                  
                  
                  
                  (5,417
                  )
                  
                  
                  -Increase
      in accounts payable and accrued  expenses
                  
                  
                  12,075
                  
                  
                  
                  34,520
                  
                  
                  
                  57,209Net
      cash used in operating activities
                  
                  
                  (27,897
                  )
                  
                  
                  (37,189
                  )
                  
                  
                  (65,086
                  )Cash
      flows from investing activitiesPurchase
      of property and equipment
                  
                  
                  (949
                  )
                  
                  
                  (2,108
                  )
                  
                  
                  (3,057
                  )Net
      cash used by investing activities
                  
                  
                  (949
                  )
                  
                  
                  (2,108
                  )
                  
                  
                  (3,057
                  )Cash
      flows from financing activitiesProceeds
      from issuance of stockholder loan
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  22,000Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  51,550
                  
                  
                  
                  55,550Net
      cash provided by financing activities
                  
                  
                  -
                  
                  
                  
                  51,550
                  
                  
                  
                  77,550Net
      increase in cash
                  
                  
                  (28,846
                  )
                  
                  
                  12,253
                  
                  
                  
                  9,407Cash,
      beginning of year
                  
                  
                  38,253
                  
                  
                  
                  26,000
                  
                  
                  
                  -Cash,
      end of year
                  
                  $
                  9,407
                  
                  
                  $
                  38,253
                  
                  
                  $
                  9,407Supplemental
      disclosure of cash flowinformationIncome
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
   See accompanying notes to
financial statements.
  F-5
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 1.
                NATURE OF OPERATIONS
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES
 
 Nature of
Operations
 
 BLS
Media, Inc. (the Company) is currently a development stage company under the
provisions of Statement of Financial Accounting Standards (SFAS) No. 7 and was
incorporated under the laws of the State of Nevada on October 31,
2006.  Since inception, the Company has produced minimal revenues and
will continue to report as a development stage company until significant
revenues are produced.
 
 The
Company is a full service video production and media relations company that
specializes in providing customized video production services, public relations
services and copy editing services to businesses.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reported periods.  Actual results could materially differ
from those estimates.
 
 Cash and Cash
Equivalents
 
 For
purposes of the balance sheet and statement of cash flows, the Company considers
all highly liquid debt instruments purchased with maturity of three months or
less to be cash equivalents.
 
 Property and
Equipment
 
 Property
and equipment, if any, are stated at cost.  Depreciation of property
and equipment is provided using the straight-line method over the estimated
useful lives of the assets.  Expenditures for major renewals and
betterments that extend the useful lives of property and equipment are
capitalized.  Expenditures for maintenance and repairs are changed to
expense as incurred.
  F-6
 
 BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 1.
                NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Revenue
Recognition
 
 Revenue
is to be recognized from sales of its services when (a) persuasive
evidence of a sale with a customer exists, (b) services are rendered, (c) fee is
fixed or determinable, and (d) collection of the fee is reasonably
assured.
 
 Provision for Income
Taxes
 
 The
Company accounts for income taxes under SFAS 109, “Accounting for Income
Taxes”.  Under the asset and liability method of SFAS 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period the enactment occurs.  A
valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.
 
 Comprehensive
Income
 
 The
Company applies Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive
Income” (SFAS 130).  SFAS 130 establishes standards for the
reporting and display of comprehensive income or loss, requiring its components
to be reported in a financial statement that is displayed with the same
prominence as other financial statements.  From inception (October 31,
2006) through December 31, 2008, the Company had no other components of
comprehensive loss other than net loss as reported on the statement of
operations.
 
 Basic and Diluted Income
(Loss) Per Share
 
 In
accordance with SFAS No. 128, “Earnings Per Share”, basic
income (loss) per common share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding.  Diluted income (loss) per common share is computed
similar to basic income per common share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.  As of December 31, 2008 and 2007, the
Company did not have any equity or debt instruments outstanding that could be
converted into common stock.
  F-7
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 1.
                NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent Accounting
Pronouncements
 
 In
June 2007, the EITF of the FASB reached a consensus on Issue
No. 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services Received for Use in Future
Research and Development Activities(EITF 07-3). EITF 07-3 requires that
non-refundable advance payments for goods or services that will be used or
rendered for future research and development activities should be deferred and
capitalized. As the related goods are delivered or the services are performed,
or when the goods or services are no longer expected to be provided, the
deferred amounts would be recognized as an expense. This Issue is effective for
financial statements issued for fiscal years beginning after December 15,
2007 and earlier application is not permitted. This consensus is to be applied
prospectively for new contracts entered into on or after the effective
date.  EITF 07-03 was effective for the Company on January 1,
2008.  The pronouncement did not have a material effect on our
consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS
141(R)), which replaces SFAS 141, Business Combinations,
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited exceptions. This
Statement also requires the acquirer in a business combination achieved in
stages to recognize the identifiable assets and liabilities, as well as the
non-controlling interest in the acquiree, at the full amounts of their fair
values. SFAS 141(R) makes various other amendments to authoritative literature
intended to provide additional guidance or to confirm the guidance in that
literature to that provided in this Statement. This Statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  This statement will be effective for us
on   January 1, 2009.  We expect SFAS 141(R) will have
an impact on our accounting for future business combinations once adopted, but
the effect is dependent upon the acquisitions that are made in the
future.
 
 In
December 2007, FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements(SFAS 160), which amends
Accounting Research Bulletin No. 51, Consolidated
Financial Statements, to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements. SFAS 160 establishes accounting and
reporting standards that require the ownership interests in subsidiaries not
held by the parent to be clearly identified, labeled and presented in the
consolidated statement of financial position within equity, but separate from
the parent’s equity. This statement also requires the
  F-8
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 1.
                NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent
Accounting Pronouncements (continued)
 
 amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income. Changes in a parent’s ownership interest while the parent retains
its controlling financial interest must be accounted for consistently, and when
a subsidiary is deconsolidated, any retained non-controlling equity investment
in the former subsidiary must be initially measured at fair value. The gain or
loss on the deconsolidation of the subsidiary is measured using the fair value
of any non-controlling equity investment. The Statement also requires entities
to provide sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners.
This Statement applies prospectively to all entities that prepare consolidated
financial statements and applies prospectively for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  This statement is effective for us on January 1,
2009.  We do not expect adoption of SFAS 160 to have a significant
impact on our consolidated financial statements.
 
 In May,
2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States of America.  This statement was effective for the
Company on November 15, 2008 and did not have a material impact on the Company’s
financial statements.
 
 In
October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active (FSP 157-3).
FSP 157-3 clarifies the application of SFAS 157 in a market that is not active
and provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. As it relates to the Company’s financial assets and liabilities
recognized or disclosed at fair value in its financial statements on a recurring
basis (at least annually), the adoption of FSP 157-3 did not have a material
impact on the Company’s financial statements.
  F-9
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 1.
                NATURE
      OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
 
 Recent
Accounting Pronouncements (continued)
 
 In
December 2008, the FASB issued FSP FASB Interpretation No. 46(R)-8 (FSP FIN
46(R)-8), Disclosures about
Variable Interest Entities (VIEs).  FSP FIN 46(R)-8 requires
enhanced disclosures about a company’s involvement in VIEs. The enhanced
disclosures required by this FSP are intended to provide users of financial
statements with an greater understanding of: (1) the significant judgments
and assumptions made by a company in determining whether it must consolidate a
VIE and/or disclose information about its involvement with a VIE; (2) the
nature of restrictions on a consolidated VIEs assets reported by a company in
its statement of financial position, including the carrying amounts of such
assets; (3) the nature of, and changes in, the risks associated with a
company’s involvement with a VIE; (4) how a company’s involvement with a
VIE affects the company’s financial position, financial performance, and cash
flows. This FSP was effective for the Company on December 31, 2008 and did
not have a material impact on the Company’s financial statements.
  2.            GOING
CONCERN
 
 As shown
in the accompanying financial statements, the Company has incurred a net
operating loss of ($128,385) from inception (October 31, 2006) through December
31, 2008. The Company is subject to those risks associated with development
stage companies.  The Company has also incurred negative cash flows
from operations since inception and additional debt and equity financing will be
required by the Company to fund its development activities and to support
operations.  However, there is no assurance that the Company will be
able to obtain additional financing.  Furthermore, there is no
assurance that rapid technological changes, changing customer needs and evolving
industry standards will enable the Company to introduce new products on a
continual and timely basis so that profitable operations can be
attained.  If adequate funds are not available, the Company’s
financial condition and results of operations could be materially and adversely
affected.
  F-10
  BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 3.            
FAIR VALUE OF
FINANCIAL INSTRUMENTS
 
 Fair Value
Measurements
 
 On
January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value
Measurements.  SFAS 157 relates to financial assets and
financial liabilities. In February 2008, the FASB issued FASB Staff Position
(FSP) No. FAS 157-2, Effective
Date of FASB Statement No. 157, which delayed the effective date of
SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on at
least an annual basis, until January 1, 2009 for calendar year-end
entities.
 
 SFAS 157
defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited
exceptions.
 
 SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement date. This standard is now the single source in GAAP for the
definition of fair value, except for the fair value of leased property as
defined in SFAS 13. SFAS 157 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, that
are developed based on the best information 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
under SFAS 157 are described below:
  •
                    Level
      1 - Unadjusted quoted prices in active markets that are accessible at the
      measurement date for identical, unrestricted assets or
      liabilities.
  •
                    Level
      2 - Inputs other than quoted prices included within Level 1 that are
      observable for the asset or liability, either directly or indirectly,
      including quoted prices for similar assets or liabilities in active
      markets; quoted prices for identical or similar assets or liabilities in
      markets that are not active; inputs other than quoted prices that are
      observable for the asset or liability (e.g., interest rates); and inputs
      that are derived principally from or corroborated by observable market
      data by correlation or other
means.
  F-11
 BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 3.            
FAIR
VALUE OF FINANCIAL INSTRUMENTS (Continued)
 
 Fair
Value Measurements (continued)
 
 •
                    Level
      3 - Inputs that are both significant to the fair value measurement and
      unobservable. These inputs rely on management's own assumptions about the
      assumptions that market participants would use in pricing the asset or
      liability. (The unobservable inputs are developed based on the best
      information available in the circumstances and may include the Company's
      own data.)
 
 The
following table presents the Company's fair value hierarchy for those assets and
liabilities measured at fair value on a recurring basis as of December 31, 2008
and 2007:
 
 December 31,
      2008
                    
                    
                    December 31,
      2007Level
                    
                    
                    Fair
                      Value
                    
                    
                    Carrying
                      Amount
                    
                    
                    Fair
                      Value
                    
                    
                    Carrying
                      AmountAssetsCash
                    
                    
                    2
                    
                    
                    $
                    9,407
                    
                    
                    $
                    9,407
                    
                    
                    $
                    38,253
                    
                    
                    $
                    38,253Prepaid
      expenses
                    
                    
                    3
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,417
                    
                    
                    
                    5,417LiabilitiesAccounts
      payable
                    
                    
                    3
                    
                    
                    
                    57,209
                    
                    
                    
                    57,209
                    
                    
                    
                    45,134
                    
                    
                    
                    45,134Loan
      from stockholder
                    
                    
                    3
                    
                    
                    
                    22,000
                    
                    
                    
                    22,000
                    
                    
                    
                    22,000
                    
                    
                    
                    22,000
 
 Fair Value
Option
 
 On
January 1, 2008, the Company adopted SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities.  SFAS 159 provides a fair
value option election that allows entities to irrevocably elect fair value as
the initial and subsequent measurement attribute for certain financial assets
and liabilities. Changes in fair value are recognized in earnings as they occur
for those assets and liabilities for which the election is made. The election is
made on an instrument by instrument basis at initial recognition of an asset or
liability or upon an event that gives rise to a new basis of accounting for that
instrument. The adoption of SFAS 159 did not have a material impact on the
Company’s financial statements as the Company did not elect the fair value
option for any of its financial assets or liabilities.
 
 4.           
ACCRUED
EXPENSES
 
 Accrued Wages and
Compensated Absences
 
 The
Company currently does not have any employees.  The majority of
development costs and services have been provided to the Company by the founders
and outside, third-party vendors.  As such, there is no accrual for
wages or compensated absences as of December 31, 2008 and 2007.
  F-12
 BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 5.          
 LOAN FROM
STOCKHOLDER
 
 The
Company has an outstanding note payable with a stockholder in the amount of
$22,000.  Per the terms of the note, this loan was due in one lump-sum
payment on December 28, 2008, together with interest that accrues at the rate of
8% per annum.  The loan funds are to be used for working capital
purposes.  Subsequent to year end, the loan agreement was amended to
extend the due date to January 28, 2010.
 
 6.           
COMMON
STOCK
 
 On
November 1, 2006, the Company issued 4,000,000 shares of its common stock to its
officers for cash of $4,000 which was considered a reasonable estimate of fair
value.
 
 On June
30, 2007, the Company issued 315,500 shares of its common stock to unrelated
investors for cash of $31,550 pursuant to the Company’s Registration Statement
on Form SB-2.
 
 On July
23, 2007, the Company issued 200,000 shares of its common stock to unrelated
investors for cash of $20,000 pursuant to the Company’s Registration Statement
on Form SB-2.
 
 7.           
PROVISION FOR INCOME
TAXES
 
 Deferred
income taxes are reported using the liability method.  Deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary
differences.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
 
 As of
December 31, 2008, the Company had federal net operating loss carryforwards of
approximately ($128,000), which can be used to offset future federal income
tax.  The federal and state net operating loss carryforwards expire at
various dates through 2028.  Deferred tax assets resulting from the
net operating losses are reduced by a valuation allowance, when, in the opinion
of management, utilization is not reasonably assured.
 
 A summary
of the Company’s deferred tax assets as of December 31, 2008 and 2007 are as
follows:
  F-13
 BLS
MEDIA, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 7.         
  PROVISION
FOR INCOME TAXES (Continued)
  2008
                      
                      
                      2007Federal
      net operating loss (@ 25%)
                      
                      $
                      31,000
                      
                      
                      $
                      19,500Less:  valuation
      allowance
                      
                      
                      (31,000
                      )
                      
                      
                      (19,500
                      )Net
      deferred tax asset
                      
                      $
                      ---
                      
                      
                      $
                      ---
  8.         
  RELATED
PARTY TRANSACTIONS
 
 From the
Company’s inception (October 31, 2006) through December 31, 2008, the Company
utilized office space of an officer and stockholder at no charge.  The
Company treated the usage of the office space as additional paid-in capital and
charged the estimated fair value rent of $200 per month to
operations.  For the years ended December 31, 2008 and 2007, the
Company recorded rent expense of $2,400 and $2,400, respectively.
 
 9.          
 SUBSEQUENT
EVENT
  On
January 27, 2009, the loan agreement with a stockholder was amended to extend
the due date of the loan to January 28, 2010.
 F-14
 
 Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
 
 There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation
S-B.
 
 Item 9A. Controls and
Procedures.
 
 Evaluation of disclosure
controls and procedures.
 
 We
maintain controls and procedures designed to ensure that information required to
be disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 is (i) recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission and (ii) accumulated and communicated to our principal executive and
principal financial officers to allow timely decisions regarding required
disclosure. Based upon their evaluation of those controls and procedures
performed as of December 31, 2008, the date of this report, our chief executive
officer and the chief financial officer concluded that our disclosure controls
and procedures were effective.
 
 Management's annual report
on internal control over financial reporting.
 
 Our Chief
Executive Officer and our Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting.
 Internal control over financial reporting is defined in Rule 13a-15(f) and
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
 
 ·
              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;
 
 ·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management and our
      directors; and
 
 ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
 
 Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Our Chief
Executive Officer and our Chief Financial Officer assessed the effectiveness of
our internal control over financial reporting as of December 31, 2008.   In
making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control — Integrated Framework.
 
 Based on
our assessment, our Chief Executive Officer and our Chief Financial Officer
believe that, as of December 31, 2008, our internal control over financial
reporting is not effective based on those criteria, due to the
following:
  ·
              lack
      of proper segregation of functions, duties and responsibilities with
      respect to our cash and control over the disbursements related thereto due
      to our very limited staff, including our accounting
    personnel.
  13
  In light
of this conclusion and as part of the preparation of this report, we have
applied compensating procedures and processes as necessary to ensure the
reliability of our financial reporting. Accordingly, management believes, based
on its knowledge, that (1) this report does not contain any untrue statement of
a material fact or omit to state a material face necessary to make the
statements made not misleading with respect to the period covered by this
report, and (2) the financial statements, and other financial information
included in this report, fairly present in all material respects our financial
condition, results of operations and cash flows for the years and periods then
ended.
 
 This report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
 Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
report.
  Changes in Internal Control
Over Financial Reporting
  There
have been no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our
most recently completed quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
  Item 9B. Other
Information.
  None.
  PART
III
 
 Item 10. Directors,
Executive Officers and Corporate Governance.
 
 Executive Officers and
Directors. Each of our officers is elected by the board of directors for
a term of one year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. Our directors and principal executive
officers are as specified on the following table:
 
 Name
                        Age
                        PositionBrittany
      Prager
                        31
                        President,
      Secretary and a directorGary
      Prager
                        35
                        Chief
      Financial Officer and a
director
 
 Brittany Prager. Ms. Prager is
our president, secretary and one of our directors since our
inception.  From 2005 to the present, Ms. Prager has been the
Assistant Program Manager for Clark County READS, the literacy initiative of The
Public Education Foundation, where she is responsible for overseeing the Reading
Is Fundamental Program, serving more than 24,000 at-risk students in the Clark
County School District.  She also recruits and trains adult reading
volunteers for the Reading Partner Program, coordinates special events, and
writes grants to fund many of Clark County READS' literacy programs. From 2003
to 2005, Ms. Prager taught Interpersonal Communication, Television Production,
and Public Speaking at the University of Nevada, Las Vegas while obtaining her
Master of Arts degree in Communication Studies.  She graduated Magna
Cum Laude in 2005. Ms. Prager worked as Account Executive for MassMedia/Vanguard
Public Relations, Marketing, and Advertising from 2002 to 2003, where she
oversaw media and client relations for 13 organizations, including Colonial Bank
of Nevada, Goodwill Industries of Southern Nevada, and the National Association
for Industrial and Office Properties. Ms. Prager also has a background in
television news.  From 1999 to 2002, she was a Television News
Producer for the local Las Vegas FOX affiliate, KVVU FOX5 News.  She
produced the evening and early morning newscasts and created promotional
materials for the news station. Ms. Prager graduated from the University of
Nevada, Las Vegas in 1999 with a Bachelor of Arts degree in Communication
Studies.   Ms. Prager has not been a director of any other
reporting company.
  14
 
 Gary Prager. Mr. Prager has
been our chief financial officer and one of our directors since our
inception.  Mr. Prager has been an integral part of the local Las
Vegas FOX affiliate, KVVU FOX5 News, since 1998, when he was originally hired as
a Director to conceive their news programming.  He was promoted to
Production Manager in 2002.   As Production Manager, he is
currently responsible for supervising and maintaining the budget and payroll for
a 20-member production crew, as well as directing three hours of daily, live,
local news and entertainment programming.  He also oversees the
production of client commercials, promotional materials, and various community
affairs programs and special events.   From to 1995 to 1998, Mr.
Prager worked as a Director for the local Las Vegas ABC affiliate, KTNV Channel
13, where he worked as a director/production supervisor. He also produced and
directed commercials for Las Vegas advertisers. Mr. Prager graduated from the
University of Nevada, Las Vegas in 1995 with Bachelor of Arts degree in
Communication Studies. Mr. Prager is not an officer or director of any other
reporting company.
 
 Brittany
Prager is the spouse of Gary Prager. There are no orders, judgments, or decrees
of any governmental agency or administrator, or of any court of competent
jurisdiction, revoking or suspending for cause any license, permit or other
authority to engage in the securities business or in the sale of a particular
security or temporarily or permanently restraining any of our officers or
directors from engaging in or continuing any conduct, practice or employment in
connection with the purchase or sale of securities, or convicting such person of
any felony or misdemeanor involving a security, or any aspect of the securities
business or of theft or of any felony. Nor are any of the officers or directors
of any corporation or entity affiliated with us so enjoined.
 
 Section 16(a) Beneficial Ownership
Reporting Compliance. We believe that our officers, directors, and
principal shareholders have filed all reports required to be filed on,
respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of
Beneficial Ownership of Securities).
 
 CodeofEthics.We do not currently have aCodeofEthics that applies
to all employees, including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. We plan to adopt a Code of Ethics.
 
 Nominating
Committee.Our entire board of directors participates in
consideration of director nominees. The board of directors will consider
candidates who have experience as a board member or senior officer of a company
or who are generally recognized in a relevant field as a well-regarded
practitioner, faculty member or senior government officer.  The board
of directors will also evaluate whether the candidates' skills and experience
are complementary to the existing Board's skills and experience as well as the
board of directors' need for operational, management, financial, international,
technological or other expertise. The board of directors will interview
candidates that meet the criteria and then select nominees that board of
directors believes best suit our needs.
 
 The board
of directors will consider qualified candidates suggested by stockholders for
director nominations. Stockholders can suggest qualified candidates for director
nominations by writing to our Corporate Secretary, at 1683 Duarte Drive,
Henderson, Nevada 89014. Submissions that are received that meet the criteria
described above will be forwarded to the board of directors for further review
and consideration. The board of directors will not evaluate candidates proposed
by stockholders any differently than other candidates.
 
 Compensation Committee. The board of
directors has no compensation committee.
 
 Audit Committee.Presently,
the board of directors acts as the audit committee. The board of directors does
not have an audit committee financial expert. The board of directors has not yet
recruited an audit committee financial expert to join the board of directors
because we have only recently commenced a significant level of financial
operations.
  15
 
 Item 11. Executive
Compensation
 
 Summary Compensation
Table.  The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our
principal executive officer and our only other executive officer during the
years ending December 31, 2008 and 2007.
 
 Name
      and
                                Principal
                                Position
                              Year
      Ended
                              Salary
                                $
                              Bonus
                                $
                              Stock
      Awards
                                $
                              Option
      Awards
                                $
                              Non-Equity
                                Incentive
      Plan Compensation
                                $
                              Nonqualified
      Deferred Compensation Earnings $
                              All
      Other Compensation
                                $
                              Total
                                $Brittany
      Prager president, secretary
                              2008
                              None
                              None
                              None
                              None
                              None
                              None
                              None
                              None2007
                              None
                              None
                              None
                              None
                              None
                              None
                              None
                              NoneGary
      Prager, chief financial officer
                              2008
                              None
                              None
                              None
                              None
                              None
                              None
                              None
                              None2007
                              None
                              None
                              None
                              None
                              None
                              None
                              None
                              None
 
 None of
our officers and/or directors currently receives any compensation for their
respective services rendered to the Company. Officers and directors have agreed
to act without compensation until authorized by the Board of Directors, which is
not expected to occur until we have generated sufficient revenues from our
operations.
 
 Stock Options/SAR Grants. No
grants of stock options or stock appreciation rights were made since our date of
incorporation on October 31, 2006.
 
 Long-TermIncentive Plans. There are no
arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We do not have any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers.
 
 Employment Contracts and Termination
of Employment.We do not anticipate that we will enter into any
employment contracts with any of our employees. We have no plans or arrangements
in respect of remuneration received or that may be received by our executive
officers to compensate such officers in the event of termination of employment
(as a result of resignation or retirement).
 
 Outstanding Equity Awards at Fiscal
Year-end.As of the year ended December 31, 2008, the following named
executive officer had the following unexercised options, stock that has not
vested, and equity incentive plan awards:
 
 Option  Awards
                                                Stock
      AwardsName
                                                Number
      of Securities Underlying Unexercised Options
                                                  #
      Exercisable
                                                #
      Un-exercisable
                                                Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Options
                                                Option
      Exercise Price
                                                Option
      Expiration Date
                                                Number
      of Shares or Units of Stock Not Vested
                                                Market
      Value of Shares or Units  Not Vested
                                                Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      Not Vested
                                                Value
      of Unearned Shares, Units or Other Rights Not VestedBrittany
      Prager president, secretary
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0Gray
      Prager, chief financial officer
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
                                                0
 
 16
  Director Compensation.Our
directors received the following compensation for their service as directors
during the fiscal year ended December 31, 2008:
 
 Name
                          Fees
      Earned
                            or
      Paid in
                            Cash
                          Stock
                            Awards
                            $
                          Option
                            Awards
                            $
                          Non-Equity
      Incentive Plan Compensation
                            $
                          Non-Qualified
      Deferred Compensation Earnings
                            $
                          All
      Other Compensation
                            $
                          Total
                            $Brittany
      Prager
                          0
                          0
                          0
                          0
                          0
                          0
                          0Gary
      Prager
                          0
                          0
                          0
                          0
                          0
                          0
                          0
  Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 29, 2009, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
 
 Title
      of Class
                                          Name
      and Address of
                                            Beneficial
      Owner
                                          Amount
      and Nature of
                                            Beneficial
      Owner
                                          Percent
      of ClassCommon
      Stock
                                          Brittany
      Prager
                                            1683
      Duarte Drive
                                            Henderson,
      NV 89014
                                          2,000,000
      shares(1)
      president, secretary, director
                                          44%Common
      Stock
                                          Gary
      Prager
                                            1683
      Duarte Drive
                                            Henderson,
      NV 89014
                                          2,000,000
      shares(1)chief
      financial officer, director
                                          44%Common
      Stock
                                          All
      directors and named executive officers as a group
                                          4,000,000
      shares
                                          88%
  (1)
Brittany Prager, our president, secretary and director, who owns 2,000,000
shares, is married to Gary Prager, our chief financial officer and director, who
owns 2,000,000 shares. Therefore, each beneficially owns 4,000,000 shares of
common stock, which equals approximately 88% of our issued and outstanding
common stock.
 
 Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities.  In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.
  17
 
 Changes in
Control.Ourmanagement is not aware
of any arrangements which may result in “changes in control” as that term is
defined by the provisions of Item 403(c) of Regulation S-B.
 
 No Equity Compensation Plan.We do not have any securities authorized for issuance under any equity
compensation plan.  We also do not have an equity compensation plan
and do not plan to implement such a plan.
  Item 13. Certain
Relationships and Related Transactions, and Director
Independence.
 
 Certain Relationships.Brittany Prager is the spouse of Gary Prager.
 
 Related Party Transactions. In
November 2006, we issued 2,000,000 shares of our common stock to Brittany Prager
and 2,000,000 shares of our common stock to Gary Prager, who were our founders
and were our officers and directors at inception.  These shares were
issued in exchange for cash of $4,000, or $0.001 per share.
 
 From our
inception through December 2006, Brittany Prager, our president, secretary and
one of our directors, provides approximately 200 square feet of office space to
us at no charge. Our financial statements reflect, as occupancy costs, the fair
market value of that space, which is approximately $200 per month. Total rent
expense incurred to this related party amounted to $2,400 for the year ended
December 31, 2007.
 
 On December 28, 2006, we executed an
unsecured promissory note in exchange for $22,000 from Gary Prager, our chief
financial officer.  The note bears interest at 8% and is due upon
demand, no later than December 28, 2007.  The loan agreement was
amended to extend the due date of the loan to December 28, 2008. On
January 27, 2009, the loan agreement was amended to extend the due date of the
loan to January 28, 2010.
 
 There are
no written agreements for the transactions disclosed in this
section.
 
 We
believe that each report transaction and relationship is on terms that are at
least as fair to us as would be expected if those transactions were negotiated
with third parties.
 
 There
have been no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.
 
 With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:
 
 ·
              disclose
      such transactions in prospectuses where
  required;
 ·
              disclose
      in any and all filings with the Securities and Exchange Commission, where
      required;
 ·
              obtain
      disinterested directors consent;
and
 ·
              obtain
      shareholder consent where required.
 
 Director
Independence.Members of our Board of Directors are not
independent as that term is defined by defined in Rule 4200(a)(15) of the
Nasdaq Marketplace Rules.
  18
 
 Item 14. Principal
Accountant Fees and Services.
  Audit
Fees.The aggregate fees billed in the fiscal year ended December 31,
2008 and 2007, respectively, for professional services rendered by the principal
accountant for the audit of our annual financial statements and quarterly review
of the financial statements included in our Form 10-K or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for that fiscal year was $21,650
and $21,994.
  Audit-Related
Fees. For the fiscal year ended December 31, 2008 and 2007, respectively
we were billed a total of $1,813 and
$1,688by a separate accountant for consulting services in preparation for the
annual audit and quarterly reviews of the financial
statements.
  Tax
Fees.For the fiscal year ended December 31, 2008 and 2007, respectively,
our accountants rendered services for tax compliance, tax advice, and tax
planning work for which we paid $450and
$450
respectively.
 All Other Fees.None.
 
 Pre-Approval Policies and Procedures.Prior to engaging our accountants to perform a particular service, our
board of directors obtains an estimate for the service to be performed. All of
the services described above were approved by the board of directors in
accordance with its procedures.
  Item 15.
Exhibits,
Financial Statement Schedules.
 
 (a)
              Financial
      Statements.
 
 Included
in Item 8
 
 (b)
              Exhibits
      required by Item 601.
 
 Exhibit
      No.
                Description3.1
                Articles
      of Incorporation*3.2
                Bylaws*31.1
                Certification
      of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of
      the Securities Exchange Act of
1934
 31.2
              Certification
      of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of
      the Securities Exchange Act of 1934
 32.1
                Certification
      of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 32.2
              Certification
      of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 *  Included
in Registration Statement on Form SB-2 filed on March 8, 2007.
  19
 
 SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
  BLS
      Media, Inc.
                              a
      Nevada corporationDated:
      March 30, 2009
                            By:
                            /s/ Brittany
      PragerBrittany
      Prager
                              President,
      Secretary and a Director
                              (Principal Executive Officer)
 Dated:
      March 30, 2009
                              By:
                              /s/ Gary
      PragerGary
      Prager
                                Chief
      Financial Officer, Treasurer and a Director
                                (Principal
      Financial and Accounting Officer)
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
  /s/
      Brittany Prager
                      
                      March
      30, 2009Brittany
      Prager
                        President, Secretary and a Director
                        (Principal Executive Officer)
 /s/
      Gary Prager
                      
                      March
      30, 2009Gary
      Prager
                        Chief Financial Officer, Treasurer and a
      Director
                        (Principal Financial and Accounting
      Officer)