Accend Media (Form: 8-K, Received: 05/22/2012 17:24:17)

(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2012

Cloud Star Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54440

P. O. Box 4906, Mission Viejo, CA		92690
(Address of principal executive offices)		(Zip Code)

(866) 250 - 2999

(Registrant’s telephone number, including area code)

Accend Media

8275 S. Eastern Avenue, Suite 200-306, Las Vegas, NV 89123

( Former name or former address, if changed since last report )

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On May 22, 2012, Accend Media, a Nevada corporation (the "Company" or “Accend”), Scott Gerardi, the CEO of Accend Media and Cloud Star Corporation (“Cloud Star”), a privately-held Nevada corporation headquartered in California, entered into an Acquisition Agreement and Plan of Merger. The transaction is expected to close on May 22, 2012.

This merger does not involve the issuance of any new shares by Accend Media, as the former control shareholder, Scott Gerardi of Accend Media agreed to exchange the majority of his shares in exchange for an employment agreement to the shareholders of Cloud Star on a pro-rata basis, whereby Cloud Star will merger into Accend Media. Accend Media will be the surviving corporation. The Certificate of Incorporation and By-laws of Accend Media in effect immediately prior to the merger shall be the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. Prior to the merger, Accend Media effectuated a five-for-one forward stock split on May 7, 2012 . Following the merger, the Company will change its corporate name from Accend Media to Cloud Star Corporation. (See Exhibit 3.4, entitled Articles of Merger).

Scott Gerardi, current CEO of Accend Media owns 115,000,000 restricted shares in Accend Media out of the 150,000,000 common shares issued and outstanding. Scott Gerardi and another shareholder of Accend Media agreed to transfer or cancel 118,000,000 of their 120,000,000 shares as follows: 60,000,000 shares to acquire Cloud Star; 2,800,000 shares to return to treasury; 200,000 shares to a new director for future services; 5,000,000 shares to be sold for contributed capital for the Company and 50,000,000 shares cancelled. Of the 2,800,000 shares to be returned to treasury, 800,000 shares are reserved for consultants subject to lock-up agreements. Immediately after the merger, 97,200,000 shares are outstanding with the sole shareholder of Cloud Star owning 60,000,000 shares. (See Exhibit 2.1, entitled Acquisition Agreement and Plan of Merger).

Item 2.01 Completion of Acquisition or Disposition of Assets

As more fully described in Item 1.01, we effectuated a merger which resulted in Accend Media acquiring Cloud Star whereby the Accend Media will be the surviving corporation and change its corporate name to Cloud Star Corporation. The closing of the Agreement took place on May 22, 2012.

Cloud Star is an information technology services and software company that delivers immediate, easy and secure access to computer desktops and other consumer electron devices from remote locations.

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ACCEND MEDIA BUSINESS

Accend Media was organized December 20, 2010 (Date of Inception) under the laws of the State of Nevada, under the name Accend Media.

Accend Media provides internet marketing services for its clients, who seek increased sales and customer contact through online marketing channels. The Company's clients will include branded advertisers, direct marketers, lead aggregators, and agencies.

Accend Media’s services include:

a) Creating of advertising campaigns used to market products and/or services online.

b) Designing and hosting of customized web pages for our customers.

c) Development of software applications that provide increased efficiency, compliance and/or better monetization of online marketing campaigns. An example of our compliance application is the UnsubToday.com service for email suppression list management.

Accend Media is powered by its own proprietary Lead Generation Software Platform. This technology platform allows the Company to process and sell real-time leads to clients across multiple verticals. The platform employs a rules-based decision engine designed to maximize the value of every lead that it processes. The platform conducts comprehensive detailed analysis of every lead entering the system as well as the pool of clients eligible to purchase the lead. The system also monitors consumer and publisher activity which allows us to analyze the effectiveness of different marketing campaigns, advertisements and specific promotions. This software tool helps us separate performing campaigns from non-performing campaigns, which allows us to maximize our internal profit margin while best serving our clients’ needs.

Cloud Star BUSINESS

Cloud Star was organized on October 17, 2011 (Date of Inception) under the laws of the State of Nevada. Its principal executive offices are located at P.O. Box 4906, Mission Viejo, CA 92690. Prior to October 17, 2011, development activities were performed by Mr. Safa Movassaghi, Cloud Star’s Chief Executive Officer. Mr. Movassaghi assigned all rights and interests in specific technologies discussed below to Cloud Star.

Cloud Star is an information technology services and software company that delivers immediate, easy and secure access to computer desktops and other consumer electron devices from remote locations.

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CLOUD STAR OVERVIEW

Cloud Star's flagship product, MyComputerKey ^TM is a proprietary, patent-pending technology that provides a secure multi-factor validation and authentication system for cloud-based infrastructures and protects data accessed from remote locations worldwide.

The product is a custom-designed USB keycard programmed to connect via the Internet to users' desktop or server seamlessly, which provides the user immediate access to files, personalized environments, data, programs and applications. Said differently, MyComputerKey ^TM allows a user to access his or her base computer from different locations utilizing the internet cloud through a separate computer (the “remote computer”). Working models were manufactured and a successful beta test was completed with the employees from three corporations.

Key Advantages MyComputerKey ^TM

· User always accesses their same, consistent and familiar desktop where all of their customized and personal applications and files reside

· No need for software installation on the remote computer and customization—just plug-in MyComputerKey ^TM

· Enhances compliance, and audit capabilities, of Risk Management and Legal

· User desktop images can be backed up on hosting servers and restored in case of a disaster and existing corporate virus software provides continuous scans, monitoring, and virus protection against malware and virus attacks

There is an encryption between the host and remote computer as well as a paring feature between the connecting devices.

All information is stored on basis of expiration therefore avoiding an unauthorized access or codes between the connecting computers.

MyComputerKey also includes our own connection software that provides the actual connection between the user’s desktop and the host computer the user is using to connect. This software is fully supportive in all Microsoft ™ based computers with quick installation and full security and protection for the computer.

Cloud Star’s Goals and Objectives

Cloud Star's goal is to become a provider of customizable, secure, multi-factor validation and authentication systems.

To do so, it will aggressively pursue the following objectives:

· Initiate a direct marketing campaign

· Establish strategic alliances with key channel partners

· Establish a recognized position in the market

· Protect and expand its intellectual property

· Introduce new products and product upgrades

The discussion that follows, conveys these objectives.

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For business users, a second version of the key has been designed that allows the user's information technology (“IT”) department to set the security parameters appropriate to the database to be protected. The modifications consist of creating a user friendly "dashboard" to make it easier for the customer to set up the system and create customized features and tokens—as well as de-activate keys in the event they are lost or stolen. This business-to-business sector is more competitive. In order to competitively differentiate itself, Cloud Star plans to develop strategic partnerships to build its market share of the less competitive retail market. Management expects that users will find the following characteristics very appealing:

· Cloud Star’s USB keycard is 100% independent and self-contained—no software downloads, configurations, or synchronizations are required on the remote computer.

· Various user-specific authentication, memory, or pre-set protocol access codes can be programmed into this solid-state hardware.

· This technology is user-specific, allows information flow tracking, and can be used to access any pre-determined database, application, file or user-selected desktop that is cloud based.

· This technology works universally on both Apple and PC systems. In addition, once the respective user has finished with the cloud access, there is no trace on the remote computer that the base computer has used . This is particularly important when using public computers while travelling.

Cloud Star’s Sales Strategy

While virtual USBs have been on the market for several years, to date, management is not aware of any company who has targeted the mass consumer. Rather, providers have focused on IT professionals, most likely due to the perceived complexity of virtualization and security issues. Cloud Star instead has simplified the process and through an integrated marketing approach, advertises this simplicity to general consumers for a variety of applications. The sales strategy is to offer a product that is easy to use and utilizes plug and play technology. Cloud Star wants to implement this very simple sales strategy. Cloud Star plans to market and sell their product through several partners on a distribution level relationship .

Through a combination of online marketing, radio and television, consumers are driven to the website where they can complete a 100% automated purchase. Cloud Star plans to provide support though phone sales and telephone call-in technical support. MyComputerKey is a high margin product so Cloud Star is able to outsource its fulfillment and customer support while still driving a high margin on all sales. This will allow Cloud Star to focus on product development and developing marketing strategies with its channel partners.

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Cloud Star plans to market a version II key with enhanced security to businesses, government and educational entities that (i) have a mobile workforce (ii) currently utilize the cloud to increase the effectiveness and reduce costs associated with providing information technology to its employees, customers and suppliers and (iii) entities that are considering doing so but have been reluctant to do so because of security concerns. The market potential for Cloud Star 's products encompasses several market segments, including healthcare facilities, government, media and telecom, manufacturing, educational facilities, consulting, legal and accounting and aerospace and defense . The Company successfully completed its Beta tests with three such companies and is currently implementing this enterprise model.

Cloud Star’s Market Strategy

Cloud Star 's strategy is based on three target markets: (i) Direct-to-Consumer; (ii) Retail; and (iii) Business-to-Business (B2B)—including enterprise and the small and medium-size business market (SMB). The product is the same for each market segment.

Direct-to-Consumer (DTC)

Management believes the internet is the cornerstone to Cloud Star ’s marketing effort. Management estimates at least 50% of Cloud Star’s sales will come from the internet and believes $0.50 of every dollar spent on marketing will drive consumers online to compare, research, sample and buy.

The internet strategy will focus on driving traffic (consumers) to offer pages by means of a series of internet marketing platforms including banners, sponsored links, social bookmarking, blogs, surveys etc. Additionally, Cloud Star will focus on affiliate marketing roll out with the goal of the aforementioned internet marketing strategy to ultimately create an affiliate network.

Television

Management believes that it is not one tool or media platform that is the answer, but the right mix of media and relevant content delivered real-time. After management has all its infrastructure tested and proven, Cloud Star plans to test direct-response television with 30, 60 and 120 second spots, as well as a possible 30-minute long form infomercial nationally.

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There are many companies that focus on TV as a medium and provide an array of services besides production. Some generally participate via revenue share, thus reducing any upfront costs to the advertiser. The key is to research those firms that have experience with similar products, know what sells and when to sell it. In other words, firms that have a good handle on the marketing mix, specifically the target market, how to reach them, and pricing.

Retail

Cloud Star plans to offer MyComputerKey through retail stores by selling a secure access and data protection service. This will involve the same product (a key and a disk to program the key and the computer) where the user could program his or her computer and the key and then have secure access to his computer from any other computer in the world. This would also protect the user from unauthorized access by other who might have access to his computer in his absence. This will require Cloud Star to set up a cloud service to authenticate the keys.

Traditional Retail – Point of Purchase

Cloud Star is already in talks with 3 national retailers and is considering an early launch versus waiting until the product reaches greater market penetration. Cloud Star has already begun to develop retail demand through all of its marketing and advertising efforts which will be leveraged by management to gain lower cost retail entry, excellent placement and shelf space. Cloud Star plans to hire a retail team that will work closely with all retail buyers, retail marketing directors and store managers to educate their employees and customers about the benefits of MyComputerKey.

Point-of- Purchase (“POP”) is not just displays, but a wider variety of printed material that communicates the products message at the point of purchase. Besides floor stands, wing racks, and counter unit displays, there are shelf talkers, product hang tags, shelf signage, ceiling signage, inflatable signage, in-store blimps, video end-caps, check out signage, window banners, in-store flyers, table tents and informational pamphlets, all vying for the attention of the time starved consumer who views close to 1,000 items per minute during their 24 minute shopping trip.

Cloud Star plans to employ a "PUSH" – "PULL" promotional & advertising strategy when building brand awareness, generating trial/sampling purchases and gaining distribution of MyComputerKey. Cloud Star three stage "go-to-market" approach will first educate the consumer about the product through a direct response advertising and marketing initiatives, then make the product readily available with direct distribution and finally implement programs to motivate consumers to buy MyComputerKey.

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"PUSH", or "getting the product on the shelf", provides the programs necessary to gain distribution and secure product placement on limited retailer shelves. It consists of customer marketing funds (CMF) designed to support the customer's best promotional and consumption building vehicles as well as employee incentive and training programs while providing materials that clearly communicate MyComputerKey's unique selling points. These materials consist of a variety of "communication messages", including those listed above as well as shelf signs, neck hangers, window banners, floor displays with header cards, table tents and possibly logo apparel.

"PULL", or getting the product "off the shelf" and into the hands of consumers, answers the biggest question posed by on-premise and off-premise buyers; "What are you doing to drive consumers into my store to purchase your product?" Pull programs are designed to entice the customer and educate the consumer while motivating them to sell or purchase our product. Various Pull programs include advertising directed towards the consumer (print, radio, TV, internet, direct mail, etc), instant redeemable or mail-in coupons, mail-in money back rebates, retailer loyalty programs, co-branding with complementary products and wet sampling events.

The key strategy for MyComputerKey's growth is to understand consumer and channel member needs in order to satisfy them. In addition, focus communications within channels that meet primary target consumers and increase brand image, superior quality and performance attributes and leverage the brand for strategic product initiatives. Again, Cloud Star plans to use the above advertising and promotional strategies to drive awareness, trials and new usage.

Business to Business (B2B)

The business to business market consists of large businesses, educational or government entities. These entities utilize private, public or hybrid clouds and will have an infrastructure in place, complete with firewalls and other security systems. They also have an IT organization to operate and maintain the company's computer systems, networks and data on behalf of the company. The IT organization generally will be headed by a CIO or IT Director. Although the CIO's recommendations will generally be reviewed and approved by the CEO, the CIO or IT Director will be the primary decision maker with respect to IT matters.

Management believes that in the enterprise market, CIOs are looking for solutions, not technology. They typically have a staff of IT experts to evaluate technology. Selling in the enterprise market requires enough industry and company expertise to understand specific problems for which a CIO is seeking solutions. For these reasons, a successful market entry strategy in the enterprise market needs to be focused on selected vertical market segments, primarily in the professional service and medical practice sectors.

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Small and medium size businesses may use the cloud for limited purposes, such as Gmail or Office 365, but may not yet maintain their data and other programs in the cloud. These companies may want to take advantage of the opportunities offered by the cloud, but may not yet have the infrastructure to do so. They may also have security concerns about using the Cloud, particularly with a mobile workforce. Attractive initial markets will include financial, legal, medical and educational institutions.

Pricing

Initial pricing for the basic key is $ 49.99, which includes the USB unit and the first year's subscription to the hosting service. In conjunction with the product launch, the Cloud Star plans to experiment with different offers, such as:

· Simultaneous purchase of 2nd unit and subscription at 50% off

· Bundled annual subscriptions, for example: One year = $ 49.99;

Two year = $ 69.99;

Three year = $ 79.99

· Free 30-day trial with automatic billing on the 31st day unless cancelled

INTELLECTUAL PROPERTY

Cloud Star plans to rely on a combination of trademark, copyright, trade secret and patent laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology and our brand. Cloud Star plans also to rely on copyright laws to protect any future computer programs and our proprietary databases.

From time to time, Cloud Star may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm the business, the brand and reputation, and the ability to compete. Also, protecting Cloud Star’s intellectual property rights could be costly and time consuming.

Employees

Cloud Star currently has one employee, its CEO. Cloud Star utilizes independent contractors on a part-time/as needed basis to assist in its development activities, marketing, and financial and accounting support.

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PROPERTIES

The Cloud Star's corporate headquarters are leased and located at: 9891 Irvine Center Drive, Suite Suite 200, CA 92618 . Cloud Star does not own any real property.

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RISK FACTORS

CLOUD STAR HAS A LIMITED OPERATING HISTORY.

Cloud Star has a limited operating history and is considered a developmental stage company. Prospective investors should be aware of the difficulties encountered by such new enterprises, as management faces all of the risks inherent in any new business and especially with a developmental stage company. These risks include, but are not limited to, competition, the absence of an operating history, the need for additional working capital, and the possible inability to adapt to various economic changes inherent in a market economy. The likelihood of success of Cloud Star must be considered in light of these problems, expenses that are frequently incurred in the operation of a new business and the competitive environment in which Cloud Star will be operating.

IF CLOUD STAR'S BUSINESS PLAN IS NOT SUCCESSFUL, THERE IS SUBSTANTIAL DOUBT THAT CLOUD STAR MAY BE UNABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND ITS STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

Cloud Star is a development-stage company with no operating revenues to date. As discussed in the Notes to the Financial Statements included in this Current Report, at the end of Cloud Star’s reporting period as at February, 29, 2012, Cloud Star used cash in operating activities of $ 55,163. As of February 29, 2012, Cloud Star ’s current liabilities exceeded its current assets by $86,442 and its total liabilities exceeded its total assets by $55,163 . Cloud Star had a net loss of $ 70,263 from October 17, 2011 (inception) to February, 29, 2012.

These factors raise substantial doubt that Cloud Star will be able to continue operations as a going concern, and Cloud Star's independent auditors included an explanatory paragraph regarding this uncertainty in their report on the financial statements for the period from inception to February 29, 2012.

Cloud Star's ability to continue as a going concern is dependent upon raising capital sufficient to meet its obligations as they become due until such time as the Company achieves revenues sufficient to meet its cost structure. There are no assurances that Cloud Star will be able to raise sufficient capital or that its business plan will be successful. If Cloud Star cannot continue as a going concern, its stockholders may lose their entire investment.

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IT IS DIFFICULT TO EVALUATE THE LIKELIHOOD THAT CLOUD STAR WILL ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

Cloud Star has prepared audited financial statements for the year end for February 29, 2012. Cloud Star’s ability to continue to operate as a going concern is fully dependent upon Cloud Star obtaining sufficient revenues or financing to continue its development and operational activities. The ability to achieve profitable operations is in direct correlation to Cloud Star’s ability to generate revenues or raise sufficient financing. It is important to note that even if the appropriate financing is received, there is no guarantee that Cloud Star will ever be able to operate profitably or derive any significant revenues from its operations.

WHEN Safa Movassaghi BECAME THE LARGEST SHAREHOLDR OF CLOUD STAR, IT GAVE HIM THE ABILITY TO CONTROL THE COMPANY WITHOUT OTHER SHAREHOLDERS’ APPROVAL.

Safa Movassaghi is the largest stockholder and beneficially owns and has the right to vote approximately 61% of Cloud Star's outstanding common stock. As a result, it will have the ability to control substantially all matters submitted to the Company’s stockholders for approval including:

a) election of a board of directors;

b) removal of any director;

c) amendment of Articles of Incorporation or bylaws; and

d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving the company.

As a result of this ownership, it has the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by Safa Movassaghi could affect the market price of its common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of shareholder investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the stock price or prevent the stockholders from realizing a premium over the stock price.

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Adverse developments in general business, economic and political conditions could have a material adverse effect on our financial condition and our results of operations.

Cloud Star’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our financial condition and our results of operations.

If Cloud STAR is unable to create and maintain sales, marketing and distribution capabilities or enter into agreements with third parties to perform those functions, cloud star will not be able to commercialize its products.

Cloud Star currently has no sales, marketing or distribution capabilities. Therefore, to commercialize its products, Cloud Star expects to collaborate with third parties to perform these functions. Cloud Star has no experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its future products directly. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, Cloud Star will compete with many companies that currently have extensive and well-funded marketing and sales operations. Cloud Star’s marketing and sales efforts may be unable to compete successfully against these companies. While the product has been beta tested by three companies in the business-to-business market, the mass consumer market, including direct and indirect channels has not been tested.

Cloud Star may not be able to manufacture its planned products in sufficient quantities at an acceptable cost, or at all, which could harm our future prospects.

Cloud Star does not own any manufacturing facilities and intends to contract out its manufacturing needs. Accordingly, if any of its proposed products become available for widespread sale, Cloud Star may not be able to arrange for the manufacture of such product in sufficient quantities at an acceptable cost, or at all, which could materially adversely affect its future prospects.

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Cloud Star products may become obsolete and unmarketable if Cloud Star is unable to respond adequately to rapidly changing technology and customer demands.

Cloud Star’s industry is characterized by rapid changes in technology and customer demands. As a result, Cloud Star’s products may quickly become obsolete and unmarketable. Cloud Star’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, Cloud Star’s products must remain competitive with those of other companies with substantially greater resources. Cloud Star may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, Cloud Star may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favorably received.

If Cloud Star’s products are not effectively protected by valid, issued patents or if Cloud Star is not otherwise able to protect its proprietary information, it could harm its business.

The success of Cloud Star’s operations will depend in part on its ability to:

· obtain any necessary patent protections for its technologies both in the United States and in other countries with substantial markets;

· defend patents once obtained;

· maintain trade secrets and operate without infringing upon the patents and proprietary rights of others; and

· obtain appropriate patents or proprietary rights held by others that are necessary or useful to us in commercializing its technology, both in the United States and in other countries with substantial markets.

In the event Cloud Star is not able protect its intellectual property and proprietary information, its business will be materially harmed.

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Cloud Star may not have adequate protection for its unpatented proprietary information, which could adversely affect its competitive position.

In addition to any patents that Cloud Star may apply for in the future, Cloud Star will substantially rely on trade secrets, know-how, continuing technological innovations opportunities to develop and maintain its competitive position. However, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to Cloud Star’s trade secrets or disclose Cloud Star’s technology. To protect its trade secrets, Cloud Star may enter into confidentiality agreements with employees, consultants and potential collaborators. However, these agreements may not provide meaningful protection of its trade secrets or adequate remedies in the event of unauthorized use or disclosure of such information. Likewise, Cloud Star’s trade secrets or know-how may become known through other means or be independently discovered by its competitors. Any of these events could prevent Cloud Star from developing or commercializing its products.

The industry in which Cloud Star operates is highly competitive, and competitive pressures from existing and new companies could have a material adverse effect on our financial condition and results of operations.

The industry in which Cloud Star operates is highly competitive and influenced by the following:

· advances in technology;

· new product introductions;

· evolving industry standards;

· product improvements;

· rapidly changing customer needs;

· intellectual property invention and protection;

· marketing and distribution capabilities;

· competition from highly capitalized companies;

· ability of customers to invest in information technology; and

· price competition.

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Cloud Star can give no assurance that it will be able to compete effectively in its markets. Many of Cloud Star’s competitors have substantially greater capital resources, research and development resources and experience, manufacturing capabilities, regulatory expertise, sales and marketing resources, established relationships with business and consumer products companies and production facilities than us.

To the extent Cloud Star enters markets outside of the United States, its business will be subject to political, economic, legal and social risks in those markets, which could adversely affect its business.

There are significant regulatory and legal barriers in markets outside the United States that Cloud Star must overcome to the extent it enters or attempts to enter markets in countries other than the United States. Cloud Star will be subject to the burden of complying with a wide variety of national and local laws, including multiple and possibly overlapping and conflicting laws. Cloud Star also may experience difficulties adapting to new cultures, business customs and legal systems. Any sales and operations outside the United States would be subject to political, economic and social uncertainties including, among others:

· changes and limits in import and export controls;

· increases in custom duties and tariffs;

· changes in currency exchange rates;

· economic and political instability;

· changes in government regulations and laws;

· absence in some jurisdictions of effective laws to protect our intellectual property rights; and

· currency transfer and other restrictions and regulations that may limit our ability to sell certain products or repatriate profits to the United States.

Any changes related to these and other factors could adversely affect Cloud Star’s business to the extent it enters markets outside the United States.

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POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES/AGENTS.

In order to implement the aggressive business plan, management recognizes that additional staff will be required. No assurances can be given that Cloud Star will be able to find suitable employees/agents that can support its needs or that these employees can be hired on favorable terms.

CLOUD STAR MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

The Company’s Articles of Incorporation authorize the issuance of 190,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of common stock held by our then existing shareholders. Management may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

CLOUD STAR MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF COMMON STOCK.

The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock. Accordingly, the board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, the board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that Cloud Star does issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

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It is not anticipated that there will be an active public market for shares of our common stock in the near term, and you may have to hold your shares of common stock for an indefinite period of time. You may be unable to resell a large number of your shares of common stock within a short time frame or at or above their purchase price.

There is not an active public for our common stock, and there can be no assurance that any market will develop or be sustained after the completion of this offering. Because our common stock is expected to be thinly traded, an investor cannot expect to be able to liquidate its investment in case of an emergency or if it otherwise desires to do so. Large transactions in common stock may be difficult to conduct in a short period of time. Further, the sale of shares of common stock may have adverse federal income tax consequences.

LOW-PRICED STOCKS MAY AFFECT THE RESALE OF CLOUD STAR’S SHARES.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosures relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. SEC regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years.

Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such 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 level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.

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BECAUSE CLOUD STAR HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND HAS NO PLANS TO DO SO, THE ONLY RETURN ON INVESTMENT WILL COME FROM ANY INCREASE IN THE VALUE OF THE COMMON STOCK.

Since its inception, Cloud Star has not paid cash dividends on the common stock and does not intend to pay cash dividends in the foreseeable future. Rather, Cloud Star currently intends to retain future earnings, if any, to finance operations and expand our business. Therefore, any return on investment would come only from an increase in the value of our common stock. And, there are no assurances that the common will increase in value.

IN THE FUTURE, CLOUD STAR WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY, AND MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO COMPLIANCE INITIATIVES.

Upon the merger with Accend Media, Cloud Star becomes a fully reporting company with the SEC, and as such will incur additional legal, accounting and other expenses. Moreover, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Management expects to incur approximately $20,000 of incremental operating expenses in 2012.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which Cloud Star indicates by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "management believes" and similar language. Except for the historical information contained herein, the matters discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned "Risk Factors," as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, management undertakes no obligation to update any forward-looking statement to reflect events after the date of this Form 8-K.

CLOUD STAR CORPORATION OVERVIEW

Cloud Star an information technology services and software company that delivers immediate, easy and secure access to computer desktops, and other consumer electronic devices from remote locations.

Our MyComputerKey product and technology was initially developed by Advanced Green Technologies, Inc. (“AGT”), a company controlled by Mr. Movassaghi. On or about October 17, 2011, AGT assigned all rights and interests in the MyComputerKey technology to Cloud Star. Since substantially all AGT’s technologies were in the research and development stage prior to the assignment, no value was ascribed at the time of transfer. Assets transferred among control parties are required to be recorded at historical cost.

CRITICAL ACCOUNTING POLICIES

We will recognize revenue in accordance with Accounting Standards Codification 605, Revenue Recognition (formerly Staff Accounting Bulletin No. 104). Accordingly, the Company will recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. At the time of purchase of the basic key and the annual registration of the hosting service, we will defer up-front payments received and record revenues on a straight-line basis over the hosting period, generally one year.

RESULTS OF OPERATIONS

Cloud Star was incorporated October 17, 2011. During the period from inception to February 29, 2012, Cloud Star recognized no revenues.

Cloud Star incurred total operating expenses for the period from October 17, 2011 (inception) to February 29, 2012 of $70,163. These expenses represented general and administrative expenses.

Cloud Star had an interest expense of $100. This resulted in a net operating loss of $70,263 and net loss per common share basic and diluted of $(0.70) for the period from inception to February 29, 2012.

During the period from inception to February 29, 2012, Cloud Star used net cash of $ 55,163 in operations, used net cash to internally develop software of $ 31,279 in investing activities and generated $ 100,100 from financing activities.

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LIQUIDITY AND CAPITAL RESOURCES

As of February 29, 2012, Cloud Star had $13,658 in cash and cash equivalents for total current assets of $13,658 . Cloud Star developed its website and software for $31,279, which results in total assets of $44,937. At the same date, Cloud Star had total current liabilities of $ 100,100, this includes: accrued liabilities of $100 and a convertible note payable of $100,000.

We intend to raise additional debt or equity financing to fund ongoing operations and necessary working capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.

Notwithstanding, Cloud Star anticipates generating losses and therefore there is substantial doubt if Cloud Star will be able to continue operations in the future. Cloud Star anticipates it will require additional capital in order to grow its real estate transaction business by increasing headcount and its budget for 2012 Cloud Star may use a combination of equity and/ or debt instruments to funds its growth strategy or enter into a strategic arrangement with a third party. If management is unable to secure additional financing through additional debt of equity financing, the business development efforts will be negatively impacted. The ability to raise the necessary financing will depend on many factors, including the economic and market conditions prevailing at the time financing is sought. Without realization of additional capital, it would be unlikely for Cloud Star to continue as a going concern. We are currently in the process of seeking outside funding. There is no assurance that Cloud Star will achieve any of additional sales of its equity securities or arrange for debt or other financing to fund its business activities.

Research and Development

None.

Off-Balance Sheet Arrangements

None.

MANAGEMENT

CURRENT DIRECTORS AND OFFICERS

See Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

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Code of Ethics

Neither Accend Media nor Cloud Star has a code of ethics that applies to our officers, employees and directors, including our Chief Executive Officer and senior executives.

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT

See Item 5.01 Changes in Control of Registrant.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Voting Trust

The Voting Trust was designed to safe-guard the continuity and stability of policy and management and for the benefit and protection of the present and future holders of Common Stock, in order to protect the investors money and inventor’s intellectual property. The Voting Trust terminates one year from the corporate name change of Accend Media to Cloud Star Corporation. Safa Movassaghi and Walter Grieves are Co-Trustees. The Co-Trustees shall vote to take such part or action in respect to the management of the Company's affairs as the Co-Trustees may deem necessary, including, but not limited to election of directors, appointment of officers, capitalization structure. If for any reason the Co-Trustees cannot agree on the management, board of directors, policy, capitalization structure of the company, business operations, business focus, such disagreement will have no effect on the then existing business operations, current management, current policies in place and capital structure of the Company. If there are any disagreements between the Co-Trustees, everything pre-existing in the Company remains status quo. Corporate changes can only be made on the joint agreement between the Co-Trustees.

Contributed Capital

During the period from Inception to February 29, 2012, services were provided by Safa Movassaghi, Cloud Star’s Chief Executive Officer (“CEO”). In consideration for services, the Company paid two months of salary in cash, and two months unpaid. Unpaid services are considered contributed service to the Company. The fair value of contributed services totaled $15,000 and has been recognized in the accompanying statement of stockholders’ deficit as contributed services, and statement of operations as general and administrative.

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Promoters

Our officers and directors, Mr. Safa Movassaghi and Mr. Scott Gerardi can be considered promoters of the merged companies in consideration of their participation and managing of the business of the company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Accend Media Common Stock, $0.001 par value, is listed on the OTC-BB under the symbol: ACNM. To date, no trading of the Company's common stock has taken place. There are no assurances that trading activity will take place in the future for the Common Stock.

The Company did not repurchase any of its shares from inception through the date of this Current Report.

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DESCRIPTION OF ACCEND MEDIA SECURITIES

In accordance with Accend Media's Articles of Incorporation certificate of incorporation, Accend Media is authorized to issue up to 190,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of May 7, 2012, there are 100,000,000 shares of Common Stock issued and outstanding. There is no Preferred Stock issued or outstanding.

(1) Description of Rights and Liabilities of Common Stockholders

i. Dividend Rights - The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the Board of Directors of the Company may from time to time determine. The board of directors of the Company will review its dividend policy from time to time to determine the desirability and feasibility of paying dividends after giving consideration to the Company's earnings, financial condition, capital requirements and such other factors as the board may deem relevant.

ii. Voting Rights - Each holder of the Company's common stock are entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is noncumulative, which means that the holder of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.

iii. Liquidation Rights - Upon liquidation, the holders of the common stock are entitled to receive pro rata all of the assets of the Company available for distribution to such holders.

iv. Preemptive Rights - Holders of common stock are not entitled to preemptive rights.

v. Conversion Rights - No shares of common stock are currently subject to outstanding options, warrants, or other convertible securities.

vi. Redemption Rights - no such rights exist for shares of common stock.

vii. Sinking Fund Provisions - No sinking fund provisions exist.

viii. Further Liability For Calls - No shares of common stock are subject to further call or assessment by the issuer. The Company has not issued stock options as of the date of this registration statement.

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(2) Potential Liabilities of Common Stockholders to State and Local Authorities

No material potential liabilities are anticipated to be imposed on stockholders under state statutes. Certain Nevada regulations, however, require regulation of beneficial owners of more than 5% of the voting securities. Stockholders that fall into this category, therefore, may be subject to fines in circumstances where non-compliance when these regulations are established.

B. Preferred Stock

The authorized preferred stock of the corporation consists of 10,000,000 shares with a par value of $0.001 per share.

The Company has not issued any preferred stock to date, nor have they developed the descriptive attributes of these preferred shares. The Company can issue shares of preferred stock in series with such preferences and designations as its board of directors may determine. The board of directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation, and conversion rights. This could dilute the voting strength of the holders of common stock and may help Accend Media's management impede a takeover or attempted change in control.

The Common Stock and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common Stock and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution of resolutions.

LEGAL PROCEEDINGS

Both Cloud Star and Accend Media are not involved in any lawsuit outside the ordinary course of business, the disposition of which would have a material effect upon either our results of operations, financial position, or cash flows.

RECENT SALES OF UNREGISTERED SECURITIES

There have been no issuances of any shares of the Company.

When Accend Media and Cloud Star merged, Scott Gerardi, then CEO of Accend Media agreed to exchange the majority of his personal shares in exchange for an employment agreement to the shareholders of Cloud Star on a pro-rata basis. Therefore, the merger did not involved the issuance of any new shares by Accend Media.

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Cancellation of Shares

The management of the Company has agreed to cancel 50,000,000 restricted shares, formerly owned by Scott Gerardi in order to increase shareholder value between the merged entities.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Nevada Revised Statutes provides that directors, officers, employees or agents of Nevada corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. This statute provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by them in connection with a derivative suit brought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Our by-laws provide that we shall indemnify our officers and directors in any action, suit or proceeding unless such officer or director shall be adjudged to be derelict in his or her duties.

DESCRIPTION OF CLOUD STAR SECURITIES

Cloud Star is a private corporation, organized under the laws in the State of Nevada. The Company had 1,000,000 shares, $0.0001 par value authorized, and 100,000 shares issued and outstanding prior its merger with Accend Media.

Item 5.01. Changes in Control of Registrant.

Cloud Star, formerly known as Accend Media on May 7, 2012 underwent a change of control of ownership. The Company’s largest shareholder, Scott Gerardi exchanged the majority of his personal Accend Media restricted shares for an employment agreement as Chief Compliance Officer of the merged Company. When he exchanged his shares to the shareholders of Cloud Star on a pro-rata basis, this effectuated a change of control ownership in the Company.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT

The following table presents information, to the best of our knowledge, about the ownership of our common stock on May 22, 2012 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60-days after May 7, 2012 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Accend Media’s common stock.

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.


Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percentage of Outstanding Shares of Common Stock (1)

	Safa Movassaghi /Chairman/CEO (2)		60,000,000		60.0%
	Ira D. Lebovic/Director (3)		200,000		0.2%
	Walter Grieves/Director(4)		(4)		(4)
	Scott Gerardi/Director/Secretary/Chief Compliance Officer(5)		1,000,000		1.0%

	All Directors and Officers as a Group		61,200,000		61.2%

1) Percent of Class is based on 100,000,000 shares issued and outstanding.

2) Safa Movassaghi, P.O. Box 4906, Mission Viejo, CA

3) Ira D. Lebovic, 4100 MacArthur Blvd., Suite 315, Newport Beach, CA 92660

4) Walter Grieves, P.O. Box 4906, Mission Viejo, CA, indirectly controls 1,000,000 shares through Leeward Ventures. Mr. Grieves is the control person of Leeward Ventures, a Nevada corporation. Leeward Ventures has invested $100,000 and purchased 1,000,000 restricted shares of Accend Media from Scott Gerardi, whereby the proceeds of the sale were deposited into the Company as prepaid legal services. Leeward loaned Cloud Star $100,000 convertible into 1,000,000 shares of common stock, interest at 1% due August 2012. In connection therewith, Leeward Ventures has the right to purchase 4,000,000 additional restricted shares from two shareholders based on a subscription receivable agreement for $400,000, whereby the funds will be deposited into the Company. In order to safeguard his investment in the Company, Walter Grieves entered into a Voting Trust with Safa Movassaghi, whereby these two individuals act as Co-Trustees to vote their shares together on major corporate decisions. This Voting Trust terminates in May, 2013.

5) Scott Gerardi, 3008 Manhattan Avenue, Manhattan Beach, CA 90266

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Outstanding Equity Awards at Fiscal Year End

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

With the change of ownership control, Scott Gerardi, the former CEO of the Company has agreed to accept the position as Corporate Secretary and Chief Compliance Officer of the Company. He will remain a director of the Company.

On May 7, 2012, the Board of Directors of Accend Media appointed new directors and officers of the Company. The new directors include: Safa Movassaghi , Ira D. Lebovic and Walter Grieves.

The new officers include: Safa Movassaghi , as Chief Executive Officer and Scott Gerardi and Corporate Secretary and Chief Compliance Officer . The new officers will serve in their position until such time as their successors shall be appointed by the board of directors or until the earlier of their death, resignation or removal in the manner provided for in the By-laws of the Company.

No agreements exist among present or former controlling stockholders or directors of the Registrant with respect to the election of the members of the board of directors, and to the Registrant's knowledge, no other agreements exist which might result in a change of control of the Registrant.

CURRENT DIRECTORS AND OFFICERS

The names, ages and positions of the Company's director and executive officer are as follows:

Name		Age		Position & Offices Held

	Safa Movassaghi		50		Chairman/CEO
	Ira D. Lebovic		51		Director
	Walter Grieves		39		Director
	Scott Gerardi		46		Director/Corporate Secretary/Chief Compliance Officer

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Biographies of Directors/Officers

Mr. Safa Movassaghi , Chairman/Director/Chief Executive Officer

Safa Movassaghi, President and CEO is the inventor of the Cloud Star's proprietary technology, Safa Movassaghi has spent nearly 25 years in information technology and services, as well as data center management and cloud computing, beginning his career as a service engineer with Toshiba in the 1980s. Since 1993, Mr. Movassaghi has provided clients, some Fortune 1000, with comprehensive and sophisticated packages of IT architecture and configuration, thereby reducing clients' costs and increasing their productivity. It was through this work and years of feedback from clients, that MyComputerKey was born.

Prior to founding Cloud Star, Mr. Movassaghi operated Advanced Green Technologies, Inc. ("AGT"), an IT managed services provider, utilizing the latest, cost-effective technological solutions. Previous to AGT, he served as Chief Technology Officer for Capital Pacific Holdings, a $1 Billion+ real estate developer, where, in leading a team of 10 employees, he successfully managed the growth of the company to over 300 employees in 70 locations.

Education:

Mr. Movassaghi received his B.S. in Electrical Engineering from California State University, Fresno in 1987.

Mr. Ira D. Lebovic, Director

Ira D. Lebovic is a California attorney who represents real estate developers, property owners, homebuilders, community associations and related entities. He serves his clients in the areas of risk transfer, insurance placement, insurance coverage, construction and warranty risk management and litigation management. Mr. Lebovic brings to these practice areas twelve years of experience in real estate litigation, including construction defect defense, and seven years serving as general counsel for Capital Pacific Holdings, Inc., formerly known as J.M. Peters Company, Inc. This work history, coupled with his training as a mediator, has enabled him to resolve for his clients over 400 construction defect and insurance coverage matters, including many high profile, media-intensive cases in California, Nevada, Arizona, Colorado and Texas. He has also assisted his clients and their brokers in placing insurance coverage for high-end attached and detached residential, hotel, apartment, commercial and office properties. Mr. Lebovic has written and lectured on such topics as risk transfer, insurance coverage, mold claims, mechanics liens, home purchase contracts, new home warranty practices, sales disclosures, indemnity agreements and right-to-repair statutes. He is a graduate of Duke University and the Duke University School of Law.

Walter Grieves/Director

Walter W. Grieves has held a variety of positions in the finance sector and corporate sector for the last 15 years. Upon completing his undergraduate work at the University of California, Berkeley, Walter went to work for Research Magazine/Multex Data Group where he managed the International Investor Relations Division and the Broker Impact Survey Department. Mr. Grieves then went to work for Morgan Stanley spending time between the Wailuku Maui Branch and the World Trade Center Location in New York City. Further looking to expand his experience in the securities industry, Mr. Grieves became an Institutional trader for seven large hedge funds out of PCH Securities in San Diego where he Made Markets and executed a variety of trades for NYSE, Nasdaq and foreign Issuers. In 2001, Mr. Grieves decided to go into business with a group of Securities Attorneys structuring, capitalizing and restructuring small publicly traded companies. During the next 5 years he served as President of five Public companies while also serving as a board member and officer to dozens of Private Companies. Many of these companies were on the verge of bankruptcy before Mr. Grieves and his team restructured and recapitalized the companies either turning the entities around or settling out their debt and ceasing operations. Over the past five years, Mr. Grieves has specialized in the Capitalization, Corporate Structure, Restructuring, Revenue Expansion and Assistance in Exit Strategy to many small to medium sized private companies.

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Scott Gerardi/Director/Secretary/Chief Compliance Officer

Scott J. Gerardi is an online advertising and lead generation veteran that possesses over 20-years experience in new media.

2010 – Present - Accend Media, founder/President and Director

2009 - 2010 - Monster Offers – President and Director. Monster Offers is a daily deal aggregator, collecting daily deals from multiple sites in local communities across the U.S. and Canada. Focused on providing innovation and utility for Daily Deal consumers and providers, the company collects and publishes thousands of daily deals and allows consumers to organize these deals by geography or product categories, or to personalize the results using keyword search.

2008 - Present - SJG Ventures, Inc. - Owner & President, Independent consultant with emphasis on lead generation, data monetization, and developing marketing strategies for advertisers new to the Internet.

2002 - 2008 - eForce Media, Inc., Santa Monica, CA - VP of Operations and Co-Founder of this online lead generation and customer identification company. Instrumental in transforming the company from a three person team servicing one vertical into a venture capital backed 125 person organization operating in 12 verticals.

1989 - 2000 - NTN Communications, Inc. / NTN Buzztime, Inc., Carlsbad, CA (AMEX: NTN) - Held numerous positions for pioneer company within the emerging interactive television and online entertainment industries. Developed award winning 'play along' applications in conjunction with live television broadcasts as well as prototype electronic applications for the now billion dollar fantasy sports industry. Responsible for creating strategic relationships and creating interactive programs for partners including NFL.com, NHL.com, America Online, DirecTV, CBSSportline.com, and FoxSports.com.

Education:

Mr. Gerardi is a 1989 graduate of San Diego State University in San Diego, California, with a BS degree in Marketing.

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EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer in all capacities for the accounts of our executives.

SUMMARY COMPENSATION TABLE

Compensation

Summary Compensation Table

Name and Principal Position

Fiscal Year 2012

Salary ($)

Bonus ($)

Awards ($)

All Other Compensation ($)

Total ($)

Summary Compensation Table

												Compen-
		Principal		Year		Salary		Bonus		Awards		sation		Total
Name		Position		Ending		($)		($)		($)		($)		($)

Safa Movassaghi		CEO/Dir.		2012*		90,000		0		0		0		90,000
						0		0		0		0		0
Scott Gerardi		CCO/Dir.		2012*		48,000		0		0		0		48,000
				2011		0		0		0		0		0

Ira D. Lebovic/Director		Director		2012		0		0		0		0		0

	Walter Grieves/Director		Director		2012		0		0		0		0		0

*2012 - Estimated salary to be paid in the coming fiscal year based on $7,500 per month until funding of $400,000 is received at which time compensation will be increased to $15,000 per month .

Special Note: All officers and directors who own stock in the Company agreed to lock-up their shares for a period of one year from the corporate name change.

We do not maintain key-man life insurance for our executive officer/director. We do not have any long-term compensation plans or stock option plans.

As of the date hereof, there have been no grants of stock options to purchase our Common Stock made to the executive officer named in the Summary Compensation Table.

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Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to our sole director in such capacity.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 22, 2012 , the Board of Directors by unanimous written consent and a majority of shareholders approved the increase of the number of authorized shares from 75,000,000 to 200,000,000 shares and filed an Amendment to its Articles of Incorporation. This was disclosed in the Company’s Definitive Information Statement on Schedule 14C, filed with the Commission on April 11, 2012. See Exhibit 3.3

On May 22, 2012, the Board of Directors by unanimous written consent and a majority of shareholders of both Accend Media and Cloud Star Corporation approved the Articles of Merger, whereby the Company amended its Articles to change its corporate name from Accend Media to Cloud Star Corporation. See Exhibit 3.4

ITEM 8.01 OTHER EVENTS

Cancellation of Shares

On May 22, 2012, Accend Media cancelled 50,000,000 shares of its common stock, and returned 2,000,000 additional shares to its corporate treasury. The Board of Directors approved the cancellation on May 22, 2012. These 50,000,000 common shares represent approximately 33 percent of the issued and outstanding shares of the Company.

On May 22, 2012, the Company returned 50,000,000 common shares to its transfer agent for cancellation. Such certificates representing 50,000,000 common shares were returned and cancelled by the Registrant’s transfer agent. Following the cancellation of these shares, the Company will have 100,000,000 common shares issued and outstanding.

Corporate Address Change

Concurrently, with the change of control of the Company, the Registrant has changed its principal executive offices from 8275 S. Eastern Avenue, Suite 200-306, Las Vegas, NV 89123 to: P.O. Box 4906, Mission Viejo, CA 92690.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of business acquired.

The required financial statements of Cloud Star for the periods specified in Rule 3-01(a) of Regulation S-X are included herein. This Current Report includes the financial statements of Cloud Star for the period ended February 29, 2012.

(b) Pro Forma Financial Information.

The required Pro Forma financial statements of Cloud Star are included herein. This Current Report on Form 8-K includes the unaudited pro forma consolidated financial information of ACCEND MEDIA, Inc. and Cloud Star

(d) Exhibits:

Exhibit

Exhibit Description

Filed herewith

Form

Period Ending

Exhibit

Filing Date

2.1

Acquisition Agreement and Plan of Merger, dated May 7, 2012

3.3

Amended Articles of Incorporation, dated May 3, 2012

3.4

Articles of Merger, dated May 7, 2012

10.1

Employment Agreement with Scott Gerardi, dated March 23, 2012

10.2

Share Lock-Up Agreement with Safa Movassaghi dated, May 22, 2010.

10.3

Share Lock-Up Agreement with Scott J. Gerardi dated, May 22, 2010.

10.4

Share Lock-Up Agreement with Ira D. Lebovic dated, May 22, 2010.

10.5

Voting Trust between with Safa Movassaghi and Walter Grieves dated, May 22, 2010

99.1

Audited Financials for Cloud Star Corporation as of and for the period ended February 29, 2012

99.2

Pro forma Financials for ACCEND MEDIA and Cloud Star Corporation

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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, hereunto duly authorized.

	Cloud Star Corporation (formerly known as Accend Media) Registrant


Date: May 8, 2012		/s/ Scott Gerardi
		Name: Scott Gerardi
		Title: Corporate Secretary

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Exhibit 2.1

ACQUISITION AGREEMENT AND PLAN OF MERGER

This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made May 22, 2012 by and among, Accend Media, a Nevada corporation ("Accend"), Scott Gerardi, an individual, and Cloud Star Corporation, a Nevada corporation (the "Cloud Star").

RECITALS

A. The respective Boards of Directors of Accend Media and Cloud Star, and Scott Gerardi, the major shareholder and current chief executive officer of Accend Media, as well as all of the shareholders of Cloud Star have agreed to a merger of Cloud Star into Accend Media (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their respective shareholders, and such Boards of Directors have approved such Merger. This merger does not involved the issuance of any new shares by Accend Media, as the control shareholder of Accend Media has agreed to exchange the majority of his shares in exchange for an employment agreement to the shareholders of Cloud Star on a pro-rata basis, whereby, Cloud Star will merger into Accend Media. Accend Media will be the surviving corporation. This Merger is contingent that Cloud Star provides required financial statements for the periods specified in Rule 3-05(b) of Regulation S-X.

B. Accend and Cloud Star desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

THE MERGER

1.01 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Accend Media shall be merged with and into Cloud Star at the Effective Time of the Merger. At the Effective Time of the Merger, the two entities will file Articles of Merger with the Nevada Secretary of State and the separate existence of Cloud Star shall cease, and Accend shall continue as the surviving corporation (the "Surviving Corporation") and two entities shall change their name in the Articles of Merger to “Cloud Star Corporation.”

1.02 Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the Merger (the "Closing") will take place at 10:00 a.m. on the business day after satisfaction of the conditions set forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article VI) (the "Closing Date"), at the Law Offices of Thomas C. Cook, LTD., 500 N. Rainbow, Suite 300, Las Vegas, NV 89107 unless another date, time or place is agreed to in writing by the parties hereto.

1.03 Effective Time of Merger. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article VI, the parties shall file articles of merger (the "Articles of Merger") executed in accordance with the relevant provisions of the Nevada Statutes and shall make all other filings or recordings required under Nevada Statutes. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of Nevada, or at such other time as is permissible in accordance with the Nevada Statutes and as Accend and Cloud Star shall agree should be specified in the Articles of Merger (the time the Merger becomes effective being the "Effective Time of the Merger"). Accend and Cloud Star shall use reasonable efforts to have the Closing Date and the Effective Time of the Merger to be the same day.

1.04 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of Nevada Statutes.

1.05 Articles of Incorporation; Bylaws; Purposes.

(a) The Certificate of Incorporation of Accend Media in effect immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b) The Bylaws of Accend Media in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(c) The purposes of the Surviving Corporation and the total number of its authorized capital stock shall be as set forth in the Certificate of Incorporation of Accend Media in effect immediately prior to the Effective Time of the Merger until such time as such purposes and such number may be amended as provided in the Certificate of Incorporation of the Surviving Corporation and by applicable law.

1.06 Directors. The directors of Cloud Star at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The sole director of Accend Media shall remain as a director of the merged entities. After the Articles of Merger are filed the Board has consist of: Safa Movassaghi , Chairman, Ira D. Lebovic, Walter Grieves and Scott Gerardi.

1.07 Officers. The officers of Cloud Star at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Scott Gerardi will remain a director and officer of the merged entities. After the Articles of Merger are filed the officers of the merged entity shall be: Safa Movassaghi, President and Chief Executive Officer, Scott Gerardi, Corporate Secretary, and Chief Compliance Officer. As part of the compensation package for exchanging his shares, Scott Gerardi will receive a one-year employment agreement as Corporate Secretary and Chief Compliance Officer of the merged entities, whereby he will be paid an annual compensation of $48,000 per year.

ARTICLE II

EFFECT OF THE MERGER

ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

2.01 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of shares:

(a) Common Stock. There will be no issuance of any new shares by Accend Media to make the acquisition of Cloud Star. The merger will have no effect on the number of common shares currently issued and outstanding of Accend Media.

(b) Scott Gerardi currently owns 23,000,000 presplit restricted shares in Accend Media. He has agreed to exchange 22,800,000 of his restricted shares in consideration for receiving a one-year employment agreement as Corporate Secretary and Chief Compliance Officer of the merged entities, whereby he will be paid an annual compensation of $48,000 per year. Scott Gerardi will keep 200,000 pre-split restricted shares. As part of this exchange, Accend Media will obtain 100% ownership of Cloud Star. The shareholders of Cloud Star will receive 22,800,000 restricted shares based on their pro-rata ownership of Cloud Star.

(c) Accend Media recently filed an Information Statement on Schedule 14c with the U.S. Securities and Exchange Commission whereby Accend plans to effectuate a five for one (5:1) forward stock split and increase it number of authorized common shares to 190,000,000, par value $0.001 and 10,000,000 authorized undesignated preferred shares, par value $0.001. Prior to the forward stock split, Accend Media has 30,000,000 pre-split common shares issued and outstanding and no preferred shares issued and outstanding. Following the forward stock split, the shares will be adjusted accordingly.

(d) Cancellation and Retirement of Cloud Star Common Stock. As of the Effective Time of the Merger, all shares of Cloud Star common Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Cloud Star Common Stock shall cease to have any rights with respect thereto, except the right to receive the applicable pro-rata shares of Accend Media exchanged by Scott Gerardi for an employment agreement.

(e) Cancellation of shares. After the forward stock split, the 22,800,000 previously owned by Scott Gerardi will equate to 114,000,000 restricted shares. Following the forward stock split, Cloud Star has agreed to cancel 50,000,000 of these common restricted shares of the post merger company. The parties agreed that by cancelling shares, it will bring added shareholder value to the merged entities. After the forward stock split, following the cancellation of 50,000,000 shares, the number of shares held by the Cloud Star shareholders on a pro-rata basis will be:

Safa Movassaghi, 60,000,000 common shares

Ira D. Lebovic, 200,000 common shares

The merged entities final Capitalization Structure following the forward split will be: 30,000,000 free trading shares; and 67,200,000 restricted shares and 2,800,000 treasury stock, for future employee/consultant incentive programs.

(f) Stock Options; Warrants. At the Effective Time of the Merger, the merged entities will have no outstanding options or warrants issued.

2.02 Exchange of Certificates

(a) Exchange Agent. As soon as reasonably practicable as of or after the Effective Time of the Merger, Scott Gerardi shall deposit 22,800,000 restricted shares with its escrow agent for the benefit of the holders of shares of Cloud Star Common Stock, for exchange in accordance with this Article II. Additionally, the shareholder of Cloud Star shall deposit their Cloud Star certificates with the escrow agent. For the benefit of the holders of shares of Cloud Star common Stock, for disbursement pro rata to the holders of shares of Cloud Star common Stock as of the Effective Date of the Merger. At the Effective time, and upon the exchange of shares in Accend Media, the old Cloud Star shares will be cancelled.

(b) Escrow Deposit.

(i) At the Effective Time of the Merger, Scott Gerardi will cause to be delivered to the law offices of Thomas C. Cook, as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Escrow Deposit.

(c) Exchange Procedures. As soon as practicable after the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Cloud Star Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of shares of Accend common Stock into which the aggregate number of shares of Cloud Star common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time of the Merger, there shall be no further

transfer on the records of Cloud Star or its transfer agent of certificates representing shares of Cloud Star Common Stock. Until surrendered, each certificate for shares of Cloud Star Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated herein.

(d) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Accend Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for shares of Cloud Star Common Stock with respect to the shares of Accend Common Stock represented thereby until the surrender of such certificate in accordance with this Article II. In addition, after the Settlement Date, all remaining shares, if any, in the Scott Gerardi Escrow Deposit shall be transferred by the Escrow Agent, said transfer to take place within ten (10) business days after the Settlement Date.

(e) No Further Ownership Rights in Cloud Star Common Stock. All shares of Accend Common Stock issued upon the surrender for exchange of certificates representing shares of Cloud Star Common Stock in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Cloud Star Common Stock theretofore represented by such certificates.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of Cloud Star. Except as set forth in the Cloud Star Disclosure Schedule (as defined in subsection 3.01(a)), attached hereto as Exhibit B, or a certain schedule comprising the Disclosure Schedule, Cloud Star represents and warrants to Accend as follows:

(a) Organization, Standing and Corporate Power. Cloud Star is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as now being conducted. Cloud Star is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Cloud Star.

(b) Subsidiaries. Cloud Star does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity.

(c) Capital Structure. The authorized capital stock of Cloud Star consists of One Million (1,000,000) shares of Cloud Star Common Stock. There are one hundred thousand (100,000) shares of Common Stock issued and outstanding. All outstanding shares of capital stock of Cloud Star are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Cloud Star having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Cloud Star may vote. The Cloud Star Disclosure Schedule sets forth the outstanding Capitalization of Cloud Star. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Cloud Star is a party or by which it is bound obligating Cloud Star to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Cloud Star or obligating Cloud Star to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Cloud Star to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Cloud Star. There are no agreements or arrangements pursuant to which Cloud Star is or could be required to register shares of Cloud Star Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of Cloud Star with respect to securities of Cloud Star.

(d) Authority; Noncontravention. Cloud Star has the requisite corporate and other power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement by Cloud Star and the consummation by Cloud Star of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Cloud Star. This Agreement has been duly executed and delivered by Cloud Star and constitutes a valid and binding obligation of Cloud Star, enforceable against Cloud Star in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Cloud Star under, (i) the Articles of Incorporation or Bylaws of Cloud Star, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Cloud Star, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Cloud Star, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Cloud Star in connection with the execution and delivery of this Agreement by Cloud Star or the consummation by Cloud Star of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Nevada.

(e) Absence of Certain Changes or Events. Since February 29, 2012, Cloud Star has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to Cloud Star; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Cloud Star; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of Accend; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Cloud Star to consummate the transactions contemplated by this

Agreement.

(f) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or investigation pending or, to the knowledge of Cloud Star, threatened against or affecting Cloud Star or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Cloud Star or prevent, hinder or materially delay the ability of Cloud Star to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Cloud Star having, or which, insofar as reasonably could be foreseen by Cloud Star, in the future could have, any such effect.

(ii) Cloud Star is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Cloud Star.

(iii) The conduct of the business of Cloud Star complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(g) Benefit Plans. Cloud Star is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which Cloud Star currently has an obligation to provide benefits to any current or former employee, officer or director of Cloud Star (collectively, "Benefit Plans").

(h) Certain Employee Payments. Cloud Star is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Cloud Star of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(i) Tax Returns and Tax Payments. Cloud Star has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of Cloud Star or is being asserted against Cloud Star, no audit of any Tax Return of Cloud Star is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by Cloud Star and is currently in effect. As used herein, "taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees,, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "Tax Return" shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

(j) Environmental Matters. Cloud Star is in compliance with all applicable Environmental Laws. "Environmental Laws" means all applicable federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.

(k) Material Contract Defaults. Cloud Star is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which Cloud Star is a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring Cloud Star to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more, including guarantees of such indebtedness, or (v) which, if breached by Cloud Star in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from Cloud Star or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(l) Properties. Cloud Star has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by Cloud Star or acquired after the date thereof which are, individually or in the aggregate, material to Cloud Star's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(m) Trademarks and Related Contracts. To the knowledge of Cloud Star:

(i) As used in this Agreement, the term "Trademarks" means trademarks, service marks, trade names, Internet domain names, designs, slogans, and general intangibles of like nature; the term "Trade Secrets" means technology; trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; the term "Intellectual Property" means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term "Cloud Star License Agreements" means any license agreements granting any right to use or practice any rights under any Intellectual Property, and any written settlements relating to any Intellectual Property, to which Cloud Star is a party or otherwise bound; and the term "Software" means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii) To the knowledge of Cloud Star, none of Cloud Star's Intellectual Property, Software or Cloud Star License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against Cloud Star or its successors.

(n) Board Recommendation. The Board of Directors of Cloud Star has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of Cloud Star and recommended that the holders of the shares of Cloud Star Common Stock approve the Merger.

(o) Required Cloud Star Vote. The affirmative vote of a majority of the shares of each of Cloud Star Common Stock is the only vote of the holders of any class or series of Cloud Star's securities necessary to approve the Merger ("Cloud Star Shareholder Approval").

3.02 Representations and Warranties of Accend Media and Scott Gerardi. Accend Media and Scott Gerardi represent and warrant to Cloud Star as follows:

(a) Organization, Standing and Corporate Power. Accend Media is duly organized, validly existing and in good standing under the laws of the State of Nevada, as is applicable, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Accend is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Accend.

(b) Scott Gerardi. Scott Gerardi voluntary enters into this Agreement. He validly owns the shares he plans to exchange in this transaction. His shares are duly authorized, validly issued, fully paid and nonassessable. He authorizes himself to make this transaction. The shares exchanged will be free and clear of all liens and delivered to the escrow agent with the proper Gold Medallion ready for transfer. As the major shareholder of Accend Media and currently the sole member of the Board of Directors, Mr. Gerardi has approved this transaction and Merger on behalf Accend Media.

(c) Capital Structure. The authorized capital stock of Accend Media consists of 75,000,000 shares of Common Stock, $0.001 par value, of which 30,000,000 pre-split shares of Accend Common Stock are issued and outstanding. These shares of which have been validly issued, are fully paid and nonassessable, they were issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Accend is a party or by which any of them is bound obligating Accend to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Accend or obligating Accend to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Accend or obligating Accend to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Accend to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Accend.

(d) Authority; Noncontravention. Accend has all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Accend and the consummation by Accend of the

transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Accend. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Accend, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of

any lien upon any of the properties or assets of Accend, (i) the articles of incorporation or bylaws of Accend or the comparable charter or organizational documents of Accend, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Accend, or its respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Accend, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Accend or could not prevent, hinder or materially delay the ability of Accend to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Accend, in connection with the execution and delivery of this Agreement by Accend or the consummation by Accend, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices.

(e) S.E.C. Documents; Undisclosed Liabilities. Accend has filed all reports, schedules, forms, statements and other documents as required by the U. S. Securities and Exchange Commission (the "S.E.C.") and Accend has delivered or made available to Cloud Star all reports, schedules, forms, statements and other documents filed with the S.E.C. (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Accend S.E.C. Documents"). As of the respective dates, the Accend S.E.C. Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations of the S.E.C. promulgated thereunder applicable to such Accend S.E.C. documents, and none of the Accend S.E.C. Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the S.E.C. (a copy of which has been provided to Cloud Star prior to the date of this Agreement), none of the Accend S.E.C. Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Accend included in such Accend S.E.C. Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the S.E.C. with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the S.E.C.) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Accend as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Accend's independent accountants). Except as set forth in the Accend’s S.E.C. documents, at the date of the most recent audited financial statements of Accend included in the Accend S.E.C. Documents, neither Accend had, and since such date neither Accend has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Accend.

(f) Absence of Certain Changes or Events. Except as disclosed in the Accend S.E.C. Documents, since the date of the most recent financial statements included in the Accend S.E.C. Documents, Accend has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been: (i) any material adverse change with respect to Accend; (ii) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Accend; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without the prior consent of Cloud Star; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Accend to consummate the transactions contemplated by this Agreement.

(g) Litigation; Labor Matters; Compliance with Laws.

There is no suit, action or proceeding or investigation pending or, to the knowledge of Accend, threatened against or affecting Accend or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Accend or prevent, hinder or materially delay the ability of Accend to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Accend having, or which, insofar as reasonably could be foreseen by Accend, in the future could have, any such effect.

(ii) Accend is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Accend.

(iii) The conduct of the business of Accend complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(h) Benefit Plans. Accend is not a party to any Benefit Plan under which Accend currently has an obligation to provide benefits to any current or former employee, officer or director of Accend.

(i) Certain Employee Payments. Accend is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Accend of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a "parachute payment" (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(j) Tax Returns and Tax Payments. Accend has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of Accend or is being asserted against Accend, no audit of any Tax Return of Accend is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by Accend and is currently in effect.

(k) Environmental Matters. Accend is in compliance with all applicable Environmental Laws.

(l) Material Contract Defaults. Accend is not, or has not, received any notice nor has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which Accend is a party (i) with expected receipts or expenditures in excess of $10,000, (ii) requiring Accend to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $10,000 or more, including guarantees of such indebtedness, or (v) which, if breached by Accend in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from Accend or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(m) Properties. Accend has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by Accend or acquired after the date thereof which are, individually or in the aggregate, material to Accend's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(n) Trademarks and Related Contracts.

(i) As used in this Agreement, the term "Accend License Agreements" means any license agreements granting any right to use or practice any rights under any Intellectual Property, and any written settlements relating to any Intellectual Property, to which Accend is a party or otherwise bound.

(ii) To the knowledge of Accend, none of Accend's Intellectual Property, Software or Accend License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against Accend or its successors.

(o) Board Recommendation. The Board of Directors of Accend it is majority shareholder have unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of Accend.

ARTICLE IV

COVENANTS RELATING TO

CONDUCT OF BUSINESS PRIOR TO MERGER

4.01 Conduct of Cloud Star, Scott Gerardi and Accend. From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, Cloud Star, Scott Gerardi and Accend shall not, unless mutually agreed to in writing:

(a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien or other encumbrance upon any of their respective assets, share certificates or which will not be discharged in full prior to the Effective Time;

(b) sell, assign or otherwise transfer any of their assets, share certificates or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;

(c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and on-going

business not be impaired prior to the Effective Time;

(d) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

ARTICLE V

ADDITIONAL AGREEMENTS

5.01 Access to Information; Confidentiality.

(a) Cloud Star shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Accend and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, books, contracts, commitments, personnel and records and, during such period, Cloud Star shall, and shall cause its officers, employees and representatives to, furnish promptly to Accend all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Cloud Star set forth herein and compliance by Cloud Star of its obligations hereunder, during the period prior to the Effective Time of the Merger, Accend shall provide Cloud Star and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable Cloud Star to confirm the accuracy of the representations and warranties of Accend and Scott Gerardi set forth herein and compliance by Accend and Scott Gerardi of their obligations hereunder, and, during such period, Accend shall, and shall cause its officers, employees and representatives to, furnish promptly to Cloud Star upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of Cloud Star, Scott Gerardi and Accend will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

(b) No investigation pursuant to this Section 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

5.02 Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Accend, Scott Gerardi and Cloud Star will use their best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of Cloud Star to the Surviving Corporation in the Merger, in connection with the transactions contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Accend and Cloud Star shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.

5.03 Public Announcements. Accend, on the one hand, and Cloud Star, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to their release thereof.

5.04 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

5.05 Directorships. Upon the Effective Time of the Merger, Accend shall have taken all action to cause Safa Movassaghi , Chairman, Ira D. Lebovic, Walter Grieves and Scott Gerardi.

to be elected to its Board of Directors and its officers to consist of the following: Safa Movassaghi, President and Chief Executive Officer, Scott Gerardi, Corporate Secretary, and Chief Compliance Officer.

5.06 No Solicitation. Except as previously agreed to in writing by the other party, neither Cloud Star or Accend shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization or similar transaction involving Cloud Star or Accend, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Merger or which would or could be expected to dilute the benefits to Cloud Star of the transactions contemplated hereby. Cloud Star or Accend will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.

ARTICLE VI

CONDITIONS PRECEDENT

6.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a) Shareholder Approval. Cloud Star Shareholder Approval shall have been obtained.

(b) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect.

(c) No Dissent. Holders of no more than five percent (5%) of Cloud Star's Common Stock shall have dissented to the Merger.

(d) Filing of Merger Agreement. Accend and Cloud Star shall have filed or will promptly file after the Closing Date in the office of the Secretary of State or other office of each jurisdiction in which such filings are required for the Merger to become effective.

(e) 8-K. Accend shall file a Form 8-K with the SEC within four days of the closing of the Merger a Form 8-K with the S.E.C. containing audited financial statements of Cloud Star as required by Regulation S-X.

6.02 Conditions to Obligations of Accend and Scott Gerardi. The obligations of Accend and

Scott Gerardi to effect the Merger are further subject to the following conditions:

(a) Representations and Warranties. The representations and warranties of Accend and Scott Gerardi set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.

(b) Performance of Obligations of Accend and Scott Gerardi. Accend and Scott Gerardi shall have performed the obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Consents. Accend shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(d) No Litigation. There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Accend any damages that are material in relation to Accend.

6.03 Conditions to Obligation of Cloud Star. The obligation of Cloud Star to effect the Merger is further subject to the following conditions:

(a) Representations and Warranties. The representations and warranties of Cloud Star set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.

(b) Performance of Obligations of Cloud Star. Cloud Star shall have performed the obligations required to be performed by them under this Agreement at or prior to the Closing Date (except for such failures to perform as have not had or could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect with respect to Cloud Star or adversely affect the ability of Cloud Star to consummate the transactions herein contemplated or perform its obligations hereunder.

(c) No Litigation. There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Cloud Star any damages that are material in relation to Cloud Star.

(d) Consents. Cloud Star shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(e) Cancellation Agreement. Cloud Star shall deliver to Accend the executed share Cancellation Agreement to cancel 50,000,000 common restricted shares of the post merger company following the forward stock split.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.01 Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Merger:

(a) by mutual written consent of Accend, Scott Gerardi and Cloud Star;

(b) by either Accend, Scott Gerardi or Cloud Star if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

(c) by either Accend, Scott Gerardi or Cloud Star if the Merger shall not have been consummated on or before July 30, 2012 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time of the Merger);

(d) by Accend, if a material adverse change shall have occurred relative to Cloud Star;

(e) by Accend, if Cloud Star willfully fails to perform in any material respect any of its material obligations under this Agreement; or

(f) by Cloud Star, if Accend willfully fails to perform in any material respect any of their respective obligations under this Agreement.

(g) by Cloud Star, if Scott Gerardi willfully fails to perform in any material respect any of their respective obligations under this Agreement.

(h) by the Scott Gerardi, if Cloud Star willfully fails to perform in any material respect any of their respective obligations under this Agreement.

7.02 Effect of Termination. In the event of termination of this Agreement by either Cloud Star, Scott Gerardi or Accend as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Accend, Scott Gerardi or Cloud Star. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

7.03 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

7.04 Extension; Waiver. Subject to Section 7.01, at any time prior to the Effective Time of the Merger, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

7.05 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Accend, Scott Gerardi or Cloud Star, action by its Board of Directors.

7.06 Return of Documents. In the event of termination of this Agreement for any reason, Accend, Scott Gerardi and Cloud Star will return to the other party all of the other party's documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement. Accend, Scott Gerardi and Cloud Star will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party's information kept confidential.

ARTICLE VIII

INDEMNIFICATION AND RELATED MATTERS

8.01 Survival of Representations and Warranties. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger until the Settlement Date.

8.02 Indemnification.

(a) Irrespective of any due diligence investigation conducted by Cloud Star with regard the transactions contemplated hereby, Accend and Scott Gerardi shall indemnify and hold Cloud Star and each of its officers and directors (the "Cloud Star Representatives") harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, "Losses") arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by Cloud Star or any of Cloud Star Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by Accend as set forth herein.

(b) Cloud Star shall indemnify and hold Scott Gerardi and Accend Media and each of its officers and directors (the "Accend Representatives") harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, "Losses") arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by Scott Gerardi, Accend or any of the Accend Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by Cloud Star as set forth herein.

8.03 Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by Scott Gerardi, Accend or any Accend Representative or by Cloud Star or any Cloud Star Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article VIII (an "Indemnity Claim"), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Accend Representative, who shall be Scott Gerardi, or the Cloud Star Representative, who shall be Safa Movassaghi , as the case may be, and the Escrow Agent. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim. Within ten (10) days of the receipt of such written notice, Scott Gerardi, Accend Representative or Cloud Star, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder.

If Scott Gerardi, the Accend Representative or Cloud Star, as the case may be, accepts liability, the Accend Representative, or Cloud Star, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be instructed to adjust the Scott Gerardi Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If Scott Gerardi, the Accend Representative or Cloud Star, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, Scott Gerardi, the Accend Representative or Cloud Star, as the case may be, will be deemed to accept liability as it relates to the Scott Gerardi’s Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in Nevada. The arbitrators shall be selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator cannot be agreed upon, the Federal District Court for the Southern District of Nevada shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted to arbitration. If the arbitration is ruled favorably for Scott Gerardi Escrow deposit so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Scott Gerardi Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

ARTICLE IX

GENERAL PROVISIONS

9.01 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Accend Media or Scott Gerardi, to:

Accend Media

8275 S. Eastern Avenue, Suite 200-306

Las Vegas, NV 89123

Attn: Scott Gerardi, CEO

with a copy to:

Law Offices of Thomas C. Cook, Ltd.

500 North Rainbow Boulevard, Suite 300

Las Vegas, NV 89107

Fax: (702) 221-1963

(b) if to Cloud Star, to:

Cloud Star Corporation

P.O. Box 4906

Mission Viejo, CA 92690

Attention: Safa Movassaghi, CEO

with a copy to:

Ira D. Lebovic

4100 MacArthur Blvd., Suite 315

Newport Beach, CA 92660

9.02 Definitions. For purposes of this Agreement:

(a) an "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

(b) "material adverse change" or "material adverse effect" means, when used in connection with Cloud Star or Accend, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party taken as a whole;

(c) "person" means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and

9.03 Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".

9.04 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

9.05 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

9.06 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.07 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Nevada, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Clark County Superior Court in the event any dispute arises out of this Agreement any of the transactions contemplated by this Agreement to the extent such courts would have subject matter jurisdiction with respect to such dispute, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

9.08 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

9.09 Counterparts. This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more such counterparts shall have been executed by each of the parties and delivered to the other parties.

IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.

ACCEND MEDIA

By: /s/ Scott Gerardi

Name: Scott Gerardi

Title: Chief Executive Officer

Scott Gerardi

By: /s/ Scott Gerardi

Name: Scott Gerardi

Title: Individual

Cloud Star Corporation

By: /s/ Safa Movassaghi

Name: Safa Movassaghi

Title: Chief Executive Officer

Exhibit 3.3 Amended Articles

Document Number

20120314309-45

Filing Date and Time

05/02/2012 11:10 AM

Entity Number

E0609852010-2

Filed in the

office of

/s/ Ross Miller

Ross Miller

Secretary of State

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.380)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)

1. Name of corporation:

Accend Media

2. The articles have been amended as follows (provide article numbers, if available):

Article 3. Authorized Stock

The number of authorized shares is hereby increased to 190,000,000 common shares, par value $0.001 and 10,000,000 preferred shares, par value $0.001

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 23,000,000 shares in favor (76.6%)

4. Effective date of filing (optional):

5. Signature: (required)

X /s/ Scott Gerardi _______

Signature of Officer

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by the appropriate fees.

Exhibit 3.4 Articles of Merger

Document Number

20120323787-15

Filing Date and Time

05/07/2012 1:40 PM

Entity Number

E0609852010-2

Filed in the

office of

/s/ Ross Miller

Ross Miller

Secretary of State

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

Articles of Merger

(Pursuant to NRS Chapter 92A)

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from article one.

Cloud Star Corporation

Name of merging entity

Nevada Corporation

Jurisdiction Entity type*

And,

Accend Media

Name of surviving entity

Nevada Corporation

Jurisdiction Entity type*

*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn: Thomas C. Cook, Esq.

c/o:

Law Office of Thomas C. Cook, Ltd.

500 N. Rainbow Blvd., Suite 300

Las Vegas, NV 89107

3) Choose one:

[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

[ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

(a) Owner’s approval was not required from _____________________________________

___________________________________

Name of merging entity, if applicable

and, or;

___________________________________

Name of surviving entity, if applicable

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

(b) The plan was approved by the required consent of the owners of*:

Cloud Star Corporation

Name of merging entity, if applicable

and, or;

Accend Media

Name of surviving entity, if applicable

*Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

_______________________________________

Name of merging entity, if applicable

and, or;

_______________________________________

Name of surviving entity, if applicable

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article I - Name of Corporation

Cloud Star Corporation

6) Location of Plan of Merger (check a or b):

[ ] (a) The entire plan of merger is attached;

or,

[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address. If a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: _________________________________ Time: ________________________________

This form must be accompanied by the appropriate fees.

ROSS MILLER

Secretary of State

/State Seal/ 101 North Carson Street, Suite 3

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230).

[ ] If there are more than four merging entities, check box and attach an 8 1/2” X 11” blank sheet containing the required information for each additional entity from article eight.

Cloud Star Corporation

Name of merging entity

/s/ Safa Movassaghi

Signature

Chief Executive Officer

Title

5/04/2012

Date

and,

Accend Media

Name of surviving entity

/s/ Scott Gerardi

Signature

Chief Executive Officer

Title

5/04/2012

Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by the appropriate fees.

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “AGREEMENT’) is dated as of the 1 ^st day of April 2011. It is made and entered into by and between Accend Media, a Nevada corporation, located at 8275 S. Eastern Avenue, Suite 200-306, Las Vegas, NV 89123 (hereinafter referred to as the “Company’), and Scott Gerardi, who resides at 3008 Manhattan Avenue, Manhattan Beach, CA 90266 (hereinafter referred to as “Employee”).

RECITALS

WHEREAS, the Company is evaluating a change of control of ownership, whereby the Employee, who is currently CEO/Director of the Company would relinquish his CEO post to become Chief Compliance Officer upon the exchange of the majority of his control shares to the shareholder(s) of the incoming entity.

WHEREAS , Employee has specialized skills, experience and knowledge to help the Company with its business development;

WHEREAS , the Company is desirous of retaining Employee’s services and Employee is desirous of formalizing a new relationship with the Company, and

WHEREAS , the Company is willing to enter into an employment agreement with the Employee to provide services for the Company, but only upon the terms and condition provided for hereinafter,

NOW, THEREFORE, IN CONSIDERATION of the mutual promises made herein and certain additional valuable consideration, as provided for hereafter, it is AGREED, that

1. SERVICES .

Subject to the provisions contained herein, Employee’s title shall be Chief Compliance Officer and maintain a seat on the board of directors. The description of the duties responsibilities and accountabilities shall be, responsible 1) to help the Company complete its required filings with the U.S. Securities and Exchange Commission in a timely manner; 2) to prepare and disseminate press releases for the company; 3) to serve at the Investor Relations liaison for the Company; and 4) communicate on behalf of the Company to resolve SEC and FINRA issues. The Company agrees to retain Employee to provide such services under the terms and conditions set forth herein. Employee agrees to render all services under this Agreement in. a professional and business-like manner and in full accordance with the terms and conditions of this Agreement. During the term of this Agreement, Employee shall devote his energy, skill and best efforts to promote Employers business and affairs and to perform his duties hereunder.

2. COMPENSATION AND TERM.

The Company shall pay the Employee for his loyal and consistent services as follows:

2.1 REMUNERATION AND TERM. For a period of twelve months, commencing on the first of the month following the exchange of Employees shares, the Employee will be paid $4,000 per month. Payment is due at the end of each month following the rendering of services to the Company.

2.2. LOCK-UP OF SHARES. The Employee agrees to lock-up his shares of Accend Media for a period of one year. The lock-up period begins upon the name change of the Company.

2.3 ACCELERATION CLAUSE. If for any reason, the Employee’s services are prematurely terminated by the Company, without cause, the Employee is entitled to $8,000 per month, for the remaining unpaid months of this twelve month agreement.

3. EMPLOYMENT STATUS .

The Company and Employee agree that Employee is an employee of the Company for every purpose. As an employee of the Company, Employee shall be subject to all policies, rules and regulations established by the Company. Employee shall also have the opportunity to participate in all benefit programs established by the Company and approved by the Company. The purpose of this agreement is to define the terms of the employee’s relationship with the Company.

4. INTELLECTUAL PROPERTY.

Prior to accepting the position as Chief Compliance Officer, the Employee desires to transfer certain intellectual property from the Company to the Employee personally. This intellectual property has no bearing on the future business of the Company. It is personal property that was transferred to the Company some time ago, at no cost to the Company, that needs to be returned to the Employee. Specifically this intellectual property includes:

1) Unsub Today Email Suppression List Software and associated domains unsubtoday.com and unsubtoday.net.

2) CYA Click software and associated domain cyaclick.com.

5. TERMINATION.

5.1. Only the Employee can terminate this employment agreement by giving the Company thirty days notice as both director and officer of the Company. The Employer cannot terminate this agreement at will, nor terminate the Employee as a director of the Company.

5.2. The Employer can only terminate this employment agreement, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the Employer, including, without limitation, (i) the failure or neglect by the Employee to perform his duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Employer, any of its affiliates, clients or customers of the Employer.

6. CONFIDENTIALITY.

6.1. Employee acknowledges he will have access to operating, financial and other information of Employer and customers of the Employer including, without limitation, procedures, business strategies, and prospects and opportunities, techniques, methods and information about, or received by it, from its customers and that divulgence will irreparably harm the Employer (“Confidential Information”). Employee also acknowledges that the foregoing provides Employer with a competitive advantage (or that could be used to the disadvantage of the Employer by a competitor). Employee also acknowledges the interest of the Employer in maintaining the confidentiality of such information and Employee shall not, nor any person acting on behalf of Employee, divulge, disclose or make known in any way or use for the individual benefit of Employee or others any of such Confidential Information. The foregoing is not applicable to such Confidential Information that is established by Employee to be in the public domain otherwise than as a result of its unauthorized disclosure by Employee or any other person.

6.2. The customers of the Employer entrust the Employer with responsibility for their business in the expectation that the Employer will hold all such matters, including in some cases the fact that they are doing business with the Employer and the specific transactions in which they are engaged, in the strictest confidence (“Customer Confidences”). Employee covenants that after the termination of his employment with the Employer, he will hold all Customer Confidences in a fiduciary capacity and will not directly or indirectly disclose or use such information.

6.3. Employee acknowledges that the Employer has a compelling business interest in preventing unfair competition stemming from the use or disclosure of Customer Confidences and Confidential Information in the event that, after any termination on the post-employment activities of Employee, Employee goes to work or becomes affiliated with a competitor of the Employer.

6.4. Employee further acknowledges that all customers he services or dealt with while employed with the Employer are customers of the Employer and not Employee’s personally. Employee also acknowledges that, by virtue of his employment with the Employer, Employee has gained or will gain knowledge of the identity, characteristics and preferences of the customers of the Employer, and that Employee will not use such Customer Confidences and Confidential Information at any time.

7. RETURN OF DOCUMENTS .

On termination of the Employee’s employment with the Company, or at any time upon the request of the Company or its affiliates, the Employee shall return to the Employer all documents, including all copies thereof, and all other property relating to the business or affairs of the Employer, including, without limitation, customer lists, agents or representatives lists, commission schedules and information manuals, letters, materials, reports, lists and records (all such documents and other property being hereinafter referred to collectively as the “Materials”), in his possession or control, no matter from whom or in what manner he may have acquired such property. The Employee acknowledges and agrees that all of the Materials are property of the Employer and releases all claims of right of ownership thereto.

8. BLUE-PENCIL.

If any court of competent jurisdiction shall at any time deem the term of any of the covenants and undertakings of the Employee under Sections 6, 7 and 8 herein too lengthy, the other provisions of those Sections 6, 7 and 8 shall nevertheless stand, the period of restriction shall be deemed to be the longest period permissible by law under the circumstances. The court in each case shall reduce the period of restriction to permissible duration.

9. MUTUAL INDEMNITIES.

THE COMPANY AND EMPLOYEE JOINTLY AGREE TO AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS’ FEES, FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY, ARISING OUT OF EITHER NEGLIGENCE OR MISCONDUCT IN CONNECTION WITH THE WORK DONE BY EMPLOYEE UNDER THIS AGREEMENT; PROVIDED THAT THIS INDEMNIFICATION SHALL NOT APPLY IN THE EVENT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE EMPLOYEE.

10. ASSIGNMENT OF CONTRACT.

The Employee may not assign his rights under this Agreement without the written consent of the Company.

11. GOVERNING LAW.

This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflict of laws. Any disputes with respect to the interpretation of this Agreement or the rights and obligations of the parties hereto shall be exclusively brought in any federal or state court of competent jurisdiction located in the City of Las Vegas, State of Nevada. Each of the parties waives any right to object to the jurisdiction or venue of such courts or to claim that such courts are an inconvenient forum.

12. ENTIRE AGREEMENT AMENDMENT.

This Agreement constitutes the entire Agreement, representation and understanding of the parties hereto with respect to the subject matter hereof, and no amendment or modification shall be valid or binding unless made in writing and signed by the parties to this Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the Company and Employee with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties relating in any way to Employee’s services for the Company.

13. NOTICES.

All notices or other communications required or permitted hereunder shall be in writing. All notices or other required or permitted communications shall be delivered or sent, as the case may be, by any of the following methods: (i) personal delivery; (ii) overnight commercial carrier;- or (iii) registered or certified mail, postage prepaid, return receipt requested. Receipt and effective delivery shall occur upon the earlier of the following: (a) If personally delivered, the date of delivery to the address of the person to receive such notice; (b) If delivered by overnight commercial earner, one day following the receipt of such communication by such carrier from the sender as shown on the sender’s delivery invoice from such carrier; or (c) If mailed, two (2) business days after the date of posting by the United States post office. No notice or other required or permitted communication shall be effective unless and until received.

14. MODIFICATION AND WAIVER.

No change or modification of this Agreement shall be valid or binding upon the parties hereto unless such change or modification shall be in writing and signed by the Company and Employee. No course of dealing between the Company and Employee, nor any waiver by the Company of a breach of any provision of this Agreement, or delay in exercising any right under this Agreement, shall operate or be construed as a waiver of any subsequent breach by Employee.

15. REMEDIES FOR BREACH .

Employee recognizes and acknowledges that the remedy at law for a breach by Employee of any of the covenants contained in this Agreement shall be inadequate. Employee agrees that the Company, in addition to all other legal and equitable remedies it may have, shall have the right to injunctive relief to enforce the provisions of this Agreement if there is such a breach or threatened breach. The Company hereby expressly reserves the right to offset any costs it incurs as a result of any breach of this Agreement by Employee against any amounts payable to Employee hereunder and the right to -terminate this Agreement upon written notice for a breach of this Agreement by Employee. Both parties shall have all other rights and remedies available at law or in equity for a breach or threatened breach of this Agreement. Employee agrees that all sums payable to it under this Agreement shall be available to the Company to satisfy Employee’s breach of this Agreement and to satisfy Employee’s indemnity agreement set forth herein. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees from the other party.

16. REMOVAL OF ILLEGAL, INVALID-OR UNENFORCEABLE PROVISIONS.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision may be removed. Thereafter, the Agreement shall be considered to be legal, valid or enforceable provision as though the removed provision had never comprised a part of the Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by their removal from this Agreement.

17. NO PARTNERSHIP OR JOINT VENTURE.

Nothing in this Agreement is either intended and should not in any way be construed to create any form of joint venture, partnership or agency relationship of any kind between the Company and Employee. The parties expressly disclaim any intention of any kind to create any such relationship between themselves.

IN WITNESS WHEREOF , the parties have executed this Agreement or caused this Agreement to be executed on the date first set forth above.

Accend Media

(“The Company”)

/s/ Scott Gerardi

By: Scott Gerardi

Title: President

Date: March 23, 2012

Scott Gerardi

("EMPLOYEE"):

s/ Scott Gerardi

By: Scott Gerardi

Date: March 23, 2012

Exhibit 10.2

May 22, 2012

Cloud Star Corporation

Formerly Accend Media

P.O. Box 4906

Mission Viejo, CA 92690

RE: LOCK-UP AGREEMENT

Gentlemen:

The undersigned, a director and major security holder of Cloud Star Corporation, formerly known as Accend Media) a Nevada corporation ((the "Company"), understands that the Company is the process of building its business and infrastructure. This lock up agreement adds a level of protection to new investors, to prevent the undersigned from liquidating his stock holdings and adversely affecting the market of the stock.

The undersigned is the record owner of 60,000,000 shares of the common stock of Cloud Star, par value $0.001 per share (the "Shares), and understands that some of their Shares may be eligible for sale under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule.

It is further agreed that:

1. The undersigned will not sell any of their shares of the common stock owned by the undersigned, directly or indirectly, until May 23, 2013.

2. The undersigned acknowledges that Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725, the authorized transfer agent for the Company, has been advised of the restrictions described herein and that any attempts by the undersigned to violate said restriction may result in legal action(s) by the Company. The undersigned further agrees, upon the request of the Company, that in addition to any other restrictions reflecting that the Shares have not been registered under the Securities Act of 1933, as amended, may be placed on individual certificates issued.

THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Sincerely,

/s/ Safa Movassaghi

Safa Movassaghi

cc: Globex Transfer, LLC

Exhibit 10.3

May 22, 2012

Cloud Star Corporation

Formerly Accend Media

P.O. Box 4906

Mission Viejo, CA 92690

RE: LOCK-UP AGREEMENT

Gentlemen:

The undersigned, a director and security holder of Cloud Star Corporation, formerly known as Accend Media) a Nevada corporation ((the "Company"), understands that the Company is the process of building its business and infrastructure. This lock up agreement adds a level of protection to new investors, to prevent the undersigned from liquidating his stock holdings and adversely affecting the market of the stock.

The undersigned is the record owner of 1,000,000 shares of the common stock of Cloud Star, par value $0.001 per share (the "Shares), and understands that some of their Shares may be eligible for sale under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule.

It is further agreed that:

3. The undersigned will not sell any of their shares of the common stock owned by the undersigned, directly or indirectly, until May 23, 2013.

4. The undersigned acknowledges that Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725, the authorized transfer agent for the Company, has been advised of the restrictions described herein and that any attempts by the undersigned to violate said restriction may result in legal action(s) by the Company. The undersigned further agrees, upon the request of the Company, that in addition to any other restrictions reflecting that the Shares have not been registered under the Securities Act of 1933, as amended, may be placed on individual certificates issued.

THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Sincerely,

/s/ Scott J. Gerardi

Scott J. Gerardi

cc: Globex Transfer, LLC

Exhibit 10.4

May 22, 2012

Cloud Star Corporation

Formerly Accend Media

P.O. Box 4906

Mission Viejo, CA 92690

RE: LOCK-UP AGREEMENT

Gentlemen:

The undersigned is the record owner of 200,000 shares of the common stock of Cloud Star, par value $0.001 per share (the "Shares), and understands that some of their Shares may be eligible for sale under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule.

It is further agreed that:

1. The undersigned will not sell any of their shares of the common stock owned by the undersigned, directly or indirectly, until May 23, 2013.

THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Sincerely,

/s/ Ira D. Lobovic

Ira D. Lebovic

cc: Globex Transfer, LLC

Exhibit 10.5

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (the "Voting Trust Agreement") is made and entered into as of this 21 day of May, 2012, by and among the shareholders set forth on the signature page (collectively, the "Shareholders"), holders of "Shares" (as hereinafter defined) issued by Accend Media., a Nevada corporation, soon to be known as Cloud Star Corporation (the "Company"), together with such other present and/or future shareholders of the Company as may hereafter become parties hereto or holders of Voting Trust Irrevocable Proxy Certificates (all of the foregoing being hereinafter being individually referred to as a "Shareholder" and collectively referred to as the "Shareholders"), and Safa Movassaghi and Walter Grieves (referred to as “Co-Trustees”).

WHEREAS, the Company is a corporation organized and existing under the laws of the State of Nevada, with authorized capital of 75,000,000 shares of common stock, $0.001 par value (the “Common Stock”);

WHEREAS , the Company plans to increase its number of authorized from 75,000,000 to 190,000,000 and effectuate a five for one forward stock split.

WHEREAS , the Company is planning to enter into to an Acquisition Agreement and Plan of Merger, whereby Cloud Star Corp. will merge its operations into Accend Media and the Cloud Star owners will own and control Accend Media.

WHEREAS , the Company is planning to change its corporate name from Accend Media to Cloud Star Corporation.

WHEREAS, pursuant to an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) dated May 7, 2012 between the Company and Cloud Star Corp. (“Cloud Star”), whereby, the CEO of Accend Media owns 115,000,000 restricted shares in Accend Media out of the 150,000,000 common shares issued and outstanding. He has agreed to exchange 114,000,000 of his restricted shares in consideration for receiving a one-year employment agreement as Corporate Secretary and Chief Compliance Officer of the merged entities;

WHEREAS, following the forward stock split, Cloud Star shareholders agree to cancel 50,000,000 common restricted shares of the post merger company. Subsequently, the sole Cloud Star shareholder will own 60,000,000 restricted shares, out of 98,000,000 issued and outstanding shares following the cancellation of shares and the forward stock split.

WHEREAS , Walter Grieves, a named Director of Cloud Star, controls Leeward Ventures, Inc. Leeward Ventures has already invested $100,000 in Accend Media and has agreed to invest an additional $400,000 into the Company, in the form of an Assignable Subscription Receivable to purchase a total of 5,000,000 restricted shares of Accend Media from two shareholders.

WHEREAS, pursuant to the Acquisition Agreement, each of the Shareholders, who will own restricted stock, will enter into a Lock-up Agreement (the “Lock-up Agreement”) dated as of the respective date of execution with the Company and Cloud Star pursuant to which each Shareholder agreed not to, during the period beginning on the date of the Acquisition Agreement and ending on the date 12 months after the name change of Accend Media to Cloud Star Corp (as defined in the Acquisition Agreement), sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of the Shares (as defined below) held by each respective Shareholder, unless permitted under the Lock-up Agreement;

WHEREAS, in order to safe-guard the continuity and stability of policy and management and for the benefit and protection of the present and future holders of Common Stock, in order to protect the investors money and inventor’s intellectual property, the majority shareholder require the deposit hereunder with the Voting Co-Trustees, the restricted majority shares of Common Stock being so deposited, and each of the Stockholders deems the deposit of its shares of Common Stock hereunder to be in its interest;

WHEREAS, the Co-Trustees have consented to act under this Voting Trust Agreement for the purposes herein provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1. Transfer of Stock to Co-Trustees. Each of the Shareholders hereby assigns and transfers to the Voting Trust an Irrevocable Proxy representing the number of shares of Common Stock (the “Shares” or the “Securities”) set forth opposite such Shareholders name their share certificate and herewith deposits with the Irrevocable Proxy certificate or certificates representing such shares, duly endorsed. Upon receipt by the Voting Trust of the Irrevocable Proxy representing the shares of Common Stock, the Voting Trust shall hold the Irrevocable Proxy subject to the terms and conditions of this Agreement.

2. Transfer of Irrevocable Proxies. The Voting Irrevocable Proxy Certificates shall be transferable at the law offices of Ira D. Lebovic, located at 4100 MacArthur Blvd., Suite 315, Newport Beach, CA 92660 (or at such other office as the Co-Trustees may designate by an instrument in writing signed by the Co-Trustees and sent by mail to the registered holders of Voting Trust Certificates), on the books of the Co-Trustees, by the registered owner thereof, either in person or by his duly authorized attorney, in accordance with the terms of this Voting Trust Agreement, and according to the rules established for that purpose by the Co-Trustees. The Co-Trustees may treat the registered holder as owner thereof for all purposes whatsoever. The Co-Trustees shall not be required to recognize any transfer of a Voting Trust Irrevocable Proxy Certificate not made in accordance with the provisions hereof.

If a Voting Trust Irrevocable Proxy Certificate is lost, stolen, mutilated or destroyed, the Co-Trustees, in the Co-Trustees’ discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Co-Trustees; (b) indemnity satisfactory to the Co-Trustees; and (c) the existing certificate, if mutilated.

3. Restrictions. No Shareholder shall sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of his Securities or Irrevocable Proxy Voting Trust Certificates in the Company, by operation of law or otherwise, except in accordance with and as provided by this Voting Trust Agreement, the Lock-up Agreement (as defined below) and except in compliance with all applicable Federal and state securities laws, rules and regulations.

4. Restrictions on Transfers. The Irrevocable Proxy Certificates representing the Securities hereunder in the name of the Co-Trustees shall not be transferable at any time during the term hereof. Accordingly, during the term hereof, no such Securities may be transferred, conveyed, assigned, encumbered or hypothecated in any manner whatsoever by the Co-Trustees or the holder of the related Voting Trust Irrevocable Proxy Certificate. The Shareholders further acknowledge that each of the shareholders has also entered into or intends to enter into a Lock-up Letter Agreement with the Company (the “Lock-up Agreement”) with respect to the Shares set forth opposite such Shareholder’s name on Exhibit A hereto.

5. Agreement. A copy of this Voting Trust Agreement, and of every agreement extending, supplementing or amending this Voting Trust Agreement, shall be filed in the principal office of the Company and shall be open to the inspection of any Shareholder or any beneficiary of the trust established under this Voting Trust Agreement. All Voting Trust Irrevocable Proxy Certificates issued under this Voting Trust Agreement shall be issued, received and held subject to the terms of this Voting Trust Agreement. Every person, firm, or corporation entitled to receive Voting Trust Certificates representing Securities, and their transferees and assigns, upon accepting the Voting Trust Certificates issued hereunder, shall be bound by the provisions of this Voting Trust Agreement and shall be considered a Shareholder for purposes of this Voting Trust Agreement. This Voting Trust Agreement shall be governed under the laws of the State of Nevada.

6. Termination of Agreement. This Voting Trust Agreement shall terminate and be of no further force and effect twelve (12) months after the name change of the corporation from Accend Media to Cloud Star Corp. (as defined in the Acquisition Agreement) (the “Termination Date”), which is expected to take place on or about May 23, 2013. Once this Voting Trust Agreement terminates, Safa Movassaghi will have sole controlling interest of the Company, and at his will, he will have votes be able to change the board of directors, the management, the structure of the Company and its business direction, if he so desires to do so.

7. Termination Procedure. Upon the termination of this Voting Trust Agreement as provided in Section 6 hereof, the Co-Trustees, at such time as the Co-Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the Voting Trust Irrevocable Proxy Certificates, at the addresses appearing on the transfer books of the Co-Trustees. From the date specified in any such notice (which date shall be fixed by the Co-Trustees), the Voting Trust Irrevocable Proxy Certificates shall cease to have any effect, and the holders of such Voting Trust Irrevocable Proxy Certificates shall have no further rights under this Voting Trust Agreement other than to receive certificates for the Securities or other property to the extent distributable under the terms of this Voting Trust Agreement.

8. Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Co-Trustees shall receive the monies, securities, rights or property to which the holders of the Securities deposited hereunder are entitled, and shall distribute the same among the registered holders of Voting Trust Irrevocable Proxy Certificates in proportion to their interests, as shown by the books of the Co-Trustees, or the Co-Trustees may, in the Co-Trustees' discretion, deposit such monies, securities, rights or property with any bank or trust company as the Co-Trustees shall determine, with authority and instructions to distribute the same as above provided, and all further obligations or liabilities of the Co-Trustees in respect of such monies, securities, rights or property so distributed shall cease.

9. Reorganization of the Company. In case the Company is merged into or consolidated with another corporation, or all or substantially all of the assets of the Company are transferred to another corporation, then in connection with such transfer, the term "Company," for all purposes of this Voting Trust Agreement, shall be taken to include such successor corporation, and the Co-Trustees shall receive and hold under this Voting Trust Agreement any stock of such successor corporation received on account of the ownership, as Co-Trustees hereunder, of the Securities held hereunder prior to such merger, consolidation or transfer. Voting Trust Irrevocable Proxy Certificates issued and outstanding under this Voting Trust Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Co-Trustees may, in the Co-Trustees’ discretion, substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form, and the term "Stock" as used herein shall be taken to include any stock which may be received by the Co-Trustees in lieu of all or any part of the stock of the Company.

10. Rights and Duties of Co-Trustees. Until the actual delivery to the holders of Voting Trust Irrevocable Proxy Certificates issued hereunder of the Securities in exchange therefore, and until the cancellation of the Voting Trust Irrevocable Proxy Certificates, no Shareholder shall have the right to vote the Securities held hereunder. The Co-Trustees shall have the exclusive right to exercise all of the Shareholders' voting rights and powers in respect of such shares deposited hereunder, as if the Co-Trustees was the absolute owner thereof. Without limiting the generality of the foregoing, the Co-Trustees shall have the right to exercise, in person or by the Co-Trustees’ nominees or proxies, all Shareholders' rights and powers in respect of all the Securities deposited hereunder, including the right to vote and to take part in or consent to any corporate or Shareholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right and duty to vote for any election or removal of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting, or require the consent of the shareholders of the Company, including, without limitation, the dissolution or liquidation of the Company.

In voting the Securities held by the Co-Trustees under this Voting Trust Agreement, the Co-Trustees shall vote to take such part or action in respect to the management of the Company's affairs as the Co-Trustees may deem necessary, to the end that the Co-Trustees may be advised of the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Co-Trustees at any shareholders' meeting, the Co-Trustees shall exercise the Co-Trustees’ best judgment, but the Co-Trustees shall not be personally liable with respect to any action taken pursuant to the Co-Trustees’ votes so cast in any matter or act committed or omitted to be done under this Voting Trust Agreement, provided such commission or omission does not amount to willful misconduct on the Co-Trustees’ part.

11. Initial and Successor Co-Trustees. The initial Co-Trustees hereunder are Movassaghi and Walter Grieves. If the Co-Trustees are not willing to serve, then the holders of Voting Trust Irrevocable Proxy Certificates then representing a majority of the voting power of the Securities deposited hereunder shall designate one or more persons, bank or trust companies meeting the qualifications described above to serve as successor Co-Trustees(s) or Co-Trustees. Such written designation may be amended or revoked at any time and such designation may provide for a series of successor Co-Trustees. If there is more than one Co-Trustees hereunder, then a majority vote of such Co-Trustees shall be required for any action of the Co-Trustees hereunder.

12. Disagreement between Co-Trustees . If for any reason the Co-Trustees cannot agree on the management, board of directors, policy, capitalization structure of the company, business operations, business focus, such disagreement will have no effect on the then existing business operations, current management, current policies in place and capital structure of the Company. If there are any disagreements between the Co-Trustees, everything pre-existing in the Company remains status quo . Corporate changes can only be made on the joint agreement between the Co-Trustees. This protects the interests of the investor(s) who funded the Company, and the intellectual property used by the Company.

13. Reimbursement of Co-Trustees Expenses; Liability of Co-Trustees. The Co-Trustees shall not be paid compensation for the Co-Trustees' services. The Co-Trustees shall have the right to incur and pay such reasonable expenses and charges, and to employ and pay such agents, attorneys and counsel as the Co-Trustees may deem necessary and proper for carrying this Voting Trust Agreement into effect. Any such expenses or charges incurred by or due to the Co-Trustees may be deducted from the dividends or other monies or property received by the Co-Trustees. Nothing herein shall disqualify the Co-Trustees or incapacitate the Co-Trustees from serving the Company or one or more of the holders of the Voting Trust Certificates in any capacity, and from receiving compensation for such service.

The Co-Trustees shall incur no responsibility or liability by reason of any error of law or with respect to anything done or suffered or omitted, except for the Co-Trustees' own individual willful misconduct or failure to exercise good faith in connection with or arising out of this Voting Trust Agreement or the discharge by the Co-Trustees of the Co-Trustees’ duties hereunder. The Shareholders agree to indemnify and save harmless the Co-Trustees from and against any and all claims, expenses and liabilities incurred by the Co-Trustees or asserted against the Co-Trustees in connection with or arising out of this Voting Trust Agreement or the discharge by the Co-Trustees of the Co-Trustees’ duties hereunder, except for a Co-Trustees’ willful misconduct or failure to exercise good faith in such matters, which agreement to indemnify and hold the Co-Trustees harmless shall be subject to contribution by the Shareholders in proportion to their interest in the Securities entrusted with the Co-Trustees hereunder at the time of the initial assertion of a claim by any Co-Trustees to be so indemnified or held harmless. No Co-Trustees shall be required to give any bond or other security for the discharge of the Co-Trustees’ duties.

The Co-Trustees may consult with legal counsel and the Co-Trustees shall be fully protected and be subject to no liability for any action under this Voting Trust Agreement taken or suffered in good faith by the Co-Trustees in accordance with the opinion of such counsel; the Shareholders shall pay the costs of such legal counsel.

14. Shareholder Representations and Agreements. Each Shareholder represents, warrants and agrees as follows:

(a) that Exhibit A annexed hereto sets forth the shares of which such Shareholder is the record and beneficial owner;

(b) that such Shareholder is on the date hereof the lawful owner of the number of shares set forth therein, free and clear of all liens, security interests, encumbrances, voting agreements and commitments of every kind;

(c) such Shareholder has all necessary power and authority to enter into this Voting Trust Agreement, and that this Voting Trust Agreement is the legal, valid and binding agreement of the Shareholder, and is enforceable against such Shareholder in accordance with its terms;

(d) such Shareholder agrees that monetary damages would be an inadequate remedy for the breach by such Shareholder of any term or condition of the Voting Trust Agreement, and that the Co-Trustees shall be entitled to a temporary restraining order and preliminary and permanent injunctive relief in order to enforce the agreements of such Shareholder set forth herein, without the posting of a bond or other security; and

15. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall conclusively deem to have been duly given: (a) when hand delivered to the receiving party; (b) when received when sent by facsimile at the applicable address and the numbers set forth below or shown on the transfer books of Co-Trustees; (c) three business days after deposit in the U.S. Mail with first class or certified mail receipt requested postage prepaid and addressed to the applicable party as set forth below or in the transfer books of Co-Trustees; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the applicable party as set forth below or in the transfer books of Co-Trustees with next business day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Co-Trustees:

Safa Movassaghi

c/o Cloud Star Corporation

P.O. Box 4906, Mission Viejo, CA

Walter Grieves

711 S. Carson Street, Suite 4

Carson City, NV 89701

To the Holder of the Irrevocable Proxy Certificates:

Ira D. Lebovic

4100 MacArthur Blvd., Suite 315

Newport Beach, CA 92660

To the Company:

Accend Media

8275 S. Eastern Avenue, Suite 200-306

Las Vegas, NV 89123

Every notice so given shall be effective, whether or not received, and the date of mailing shall be the date such notice is deemed given for all purposes. The addresses of the holders of Voting Trust Certificates, as shown on the transfer books of the Co-Trustees, shall in all cases be deemed to be the addresses of Voting Trust Certificate holders for all purposes under this Voting Trust Agreement, without regard to what other or different addresses the Co-Trustees may have for any Voting Trust Certificate holder on any other books or records of the Co-Trustees.

All distributions of cash, securities or other property hereunder by the Co-Trustees to the holders of Voting Trust Certificates may be made, in the discretion of the Co-Trustees, by registered mail in the same manner as hereinabove provided for the giving of notices to the holders of Voting Trust Certificates.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Co-Trustees has signed this Voting Trust Agreement, and the Shareholders have signed this Voting Trust Agreement.

CO-TRUSTEES:

________________________________

Safa Movassaghi

________________________________

Walter Grieves

SHAREHOLDERS:


	/s/ Safa Movassaghi						/s/ Walter Grieves
	Safa Movassaghi						Walter Grieves


/s/			/s/
_______________________________________			_______________________________________
Name Title			Name Title


/s/			/s/
__________________________________ (Name of Shareholder)			__________________________________ (Name of Shareholder)


/s/			/s/
_______________________________________			_______________________________________
Name Title			Name Title

EXHIBIT A

Name and Address of Shareholder Number of Shares

Safa Movassaghi 60,000,000 (Following Acquisition)

Walter Grieves 5,000,000 (Following Purchase of Shares)

EXHIBIT B

ACCEND MEDIA

(SOON TO BE CALLED CLOUD STAR CORPORATION)

A NEVADA CORPORATION

VOTING TRUST IRROVCABLE PROXY CERTIFICATE

BE IT KNOWN, that Safa Movassaghi and Walter Grieves, shareholders of Accend Media, soon to be called Cloud Star Corporation hereby constitutes and appoints Safa Movassaghi and Walter Grieves, as Co-Trustees, to act as agent for us personally and in our name, place and stead, to vote our proxy at their discretion, for the transaction of any business which may legally come before Accend Media, in accordance with the Voting Trust Agreement entered into on May 7, 2012. Further, Safa Movassaghi and Walter Grieves revoke any other proxies heretofore given, and agree that this proxy is irrevocable until May 23, 2013.

Safa Movassaghi and Walter Grieves are authorized to execute this Proxy on their behalf.

WITNESS my hand and seal this 21st day of May, 2012.

Exhibit 99.1 Financial Statements

CLOUD STAR CORPORATION

Financial Statements for the Period Ended February 29, 2012

INDEX TO FINANCIAL STATEMENTS

F inancial Statements of Cloud Star Corporation:

		Report of Independent Registered Public Accounting Firm		F-1

		Balance Sheet as of February 29, 2012		F-2

		Statement of Operations for the Period from October 17, 2011 (“Inception”) to February 29, 2012		F-3

		Statement of Stockholders’ Deficit for the Period from October 17, 2011 (“Inception”) to February 29, 2012		F-4

		Statement of Cash Flows for the Period from October 17, 2011 (“Inception”) to February 29, 2012		F-5

	Notes to the Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Cloud Star Corporation

We have audited the accompanying balance sheet of Cloud Star Corporation (the “Company”), a development-stage company, as of February 29, 2012 and the related statements of operations, stockholders’ deficit and cash flows for the period from October 17, 2011 (“Inception”) to February 29, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit 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. 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 audit provides 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 Cloud Star Corporation as of February 29, 2012, and the related statements of operations, stockholders’ deficit and cash flows for the period then ended, 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 discussed in Note 2 to the financial statements, the Company is in the development- stage which requires working capital to continue to develop, operate and market its products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ dbbmckennon

May 22, 2012

F-1

CLOUD STAR CORPORATION

(A DEVELOPMENT-STAGE COMPANY)

BALANCE SHEET AS OF FEBRUARY 29, 2012

ASSETS
Current assets:
	Cash and cash equivalents	$ 13,658
Total current assets		13,658

Website and software		31,279
TOTAL ASSETS		$ 44,937

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accrued liabilities	$ 100
	Convertible note payable	100,000
Total current liabilities		100,100

Commitments and contingencies

Stockholders' deficit:
Common stock, $0.0001 par value, 1,000,000 shares authorized;
	100,000 shares issued and outstanding	10
Additional paid-in capital		15,090
Deficit accumulated in the development stage		(70,263)
Total stockholders' deficit		(55,163)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT		$ 44,937

The accompanying notes are an integral part of the financial statements

F-2

CLOUD STAR CORPORATION

(A DEVELOPMENT-STAGE COMPANY)

STATEMENT OF OPERATIONS FOR THE PERIOD FROM

OCTOBER 17, 2011 (“INCEPTION”) TO FEBRUARY 29, 2012

Revenue		$ -

General and administrative		70,163

Loss from operations		(70,163)

Interest expense		(100)

Net loss		$ (70,263)

Weighted average shares basic and diluted		100,000

Weighted average basic and diluted loss
	per common share	$ (0.70)

The accompanying notes are an integral part of the financial statements

F-3

CLOUD STAR CORPORATION

(A DEVELOPMENT-STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT FROM

OCTOBER 17, 2011 (“INCEPTION”) TO FEBRUARY 29, 2012

				Deficit	Total
	Common Stock		Paid-in	Accumulated	Stockholders'
	Shares	Amount	Capital	During Development	Deficit
Balance at October 17, 2011 (Inception)	-	$ -	$ -	$ -	$ -

Founders shares issued	100,000	10	90	-	100

Contributed services	-	-	15,000	-	15,000

Net loss	-	-	-	(70,263)	(70,263)

Balance at February 29, 2012	100,000	$ 10	$ 15,090	$ (70,263)	$ (55,163)

The accompanying notes are an integral part of the financial statements

F-4

CLOUD STAR CORPORATION

(A DEVELOPMENT-STAGE COMPANY)

STATEMENT OF CASH FLOW FROM

OCTOBER 17, 2011 (“INCEPTION”) TO FEBRUARY 29, 2012

Cash flows from operating activities:
Net loss			$ (70,263)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
	Contributed services		15,000
Changes in operating assets and liabilities:
	Accrued liabilities		100
Net cash used in operating activities			(55,163)

Cash flows from investing activities:
	Internally developed software		(31,279)
Net cash used in investing activities			(31,279)

Cash flows from financing activities:
	Proceeds from founders shares		100
	Proceeds from convertible note payable		100,000
Net cash provided by financing activities			100,100

Net change in cash			13,658
Cash, beginning of period			-
Cash, end of period			$ 13,658

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest			$ -
Taxes			$ -

The accompanying notes are an integral part of the financial statements

F-5

CLOUD STAR CORPORATION

(A DEVELOPMENT-STAGE COMPANY)

NOTES TO FINANICAL STATEMENTS

Note 1 – Organization and Business

Cloud Star Corporation (the “Company”), a development-stage company , was incorporated in the State of Nevada on October 17, 2011 (“Inception”) with operations in Mission Viejo, CA. The Company’s Chief Executive Officer assigned its rights and interests in technology named “The VirtualKey Desktop Solution” (the “MyComputerKey”). The Company’s principal business has been the research and development (“R&D”) of the MyComputerKey. We are currently developing the software infrastructure and interface with the internet.

The MyComputerKey provides a simple and secure platform for enterprise customers and government agencies of all sizes to access their desktop infrastructure through the internet often referred to as the cloud. Our product offers a person access to their desktop from any location, at any time, with no configuration requirements and no administration effort. A user inserts the MyComputerKey into a PC or Mac USB port to gain instant access directly to their desktop that is familiar and pre-configured to their business needs. The user’s own desktop image with a standardized operating system, business and productivity applications, and related security safeguards is available from any corporate or remote site.

Note 2 – Summary of Significant Accounting Policies

Year End

The Company elected to use a fiscal year that ends on the last day of February.

Basis of Presentation and Going Concern Considerations

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. We are a development-stage company under Accounting Standards Codification (“ASC”) 915 - Development Stage Entities with no commercial revenues achieved to date. The Company has incurred net losses of approximately $70,263 since inception. The Company currently has limited liquidity, and no revenue generating activities. These factors raise substantial doubt about our ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

We anticipate that the Company will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. We have received $100,000 in funding through February 29, 2012, together with a commitment to receive an additional $400,000 in equity financing through the issuance of five (5) percent of the Company’s common stock after the merger. We will need additional capital as we launch our products in the marketplace. In light of our efforts, there are no assurances that the Company will be successful in obtaining sufficient capital to continue as a going concern.

F-6

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. If unsuccessful, the Company may have to curtail operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Intangible Assets

The Company recognizes intangible assets when the following criteria are met: 1) the asset is identifiable, 2) the Company has control over the asset, 3) the cost of the asset can be measured reliably, and 4) it is probable that economic benefits will flow to the Company.

Website Development Costs

Website development costs are for the development of the Company's Internet website. These costs have been capitalized when acquired and installed, and are being amortized over its estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with ASC 340 – Other Assets and Deferred Costs , which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. At February 29, 2012, the Company owned a website costing approximately $10,000 which has an estimated useful life of three (3) years. Because the website is not yet fully completed or utilized, depreciation has not commenced as of February 29, 2012.

Internally Developed Software

Computer software development costs are expensed as incurred, except for internal use software development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality.

The Company accounts for the costs of computer software obtained or developed for internal use in accordance with ASC 350, Intangibles – Goodwill and Other . Accordingly, the Company expenses costs incurred in the preliminary project and post implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Costs incurred related to less significant modifications and enhancements, as well as maintenance are expensed as incurred. At February 29, 2012 the Company capitalized purchased software for $21,000, which has an estimated useful life of three (3) years.

F-7

Long-Lived Assets

We review the recoverability of our long-lived assets, such as plant and equipment and intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. When impairment indicators are present, we compare estimated undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the assets’ carrying value to determine if the asset group is recoverable. For an asset group that fails the test of recoverability, the estimated fair value of long-lived assets is determined using an “income approach.” We assess the recoverability of the carrying value of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If there is an impairment, a loss is recorded to reflect the difference between the assets’ fair value and carrying value.

Convertible Notes Payable

The Company accounts for convertible notes payable under ASC 470-20 – Debt with Conversion and Other Options , which requires issuers to assess whether or not an embedded conversion feature is required to be separately accounted for as a derivative liability for liability and equity components and if the conversion feature is beneficial to the holder.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification 605, Revenue Recognition (formerly Staff Accounting Bulletin No. 104). Accordingly, the Company will recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. At the time of purchase of the basic key and the annual registration of the hosting service, the Company will defer up-front payments received and record revenues on a straight-line basis over the hosting period, generally one year.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes , which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known.

Research and Development Costs

Research and development costs are charged to expense as incurred. There were no research and development costs during the period ended February 29, 2012.

F-8

Advertising Costs

All advertising costs will be expensed as incurred. There were no advertising costs incurred since inception.

Share-Based Payments

The Company accounts for stock options issued to employees under ASC 718 - Share-Based Payment (“ASC 718”) . Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period.

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 - Equity . The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

Basic Loss per Common Share

Basic loss)per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 50,000 common shares related to convertible notes outstanding as of February 29, 2012, which are excluded because they are considered anti-dilutive.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

· Level 1 - Observable inputs such as quoted prices in active markets;

· Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

F-9

As of February 29, 2012, the Company does not have any level 1, 2, or 3 assets or liabilities. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These fina ncial instruments include cash and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term in. ,

Concentrations of Credit Risk

The Company maintains its cash accounts in a commercial bank. The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, although on January 1, 2014 this amount is scheduled to return to $100,000 per depositor, per insured bank. At times, the Company may have cash deposits in excess of federally insured limits.

Risks and Uncertainties

The Company's operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives and sustainability within the market. Design and development of new products and continuing development of existing products are important elements to achieve and maintain profitability in the Company's industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company's financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (“ASU 2011-04”). ASU 2011-04 expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. This guidance will be effective for us beginning January 1, 2012. We anticipate that the adoption of this standard will not materially affect our financial statements.

In September 2011, FASB issued Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. This update simplifies how an entity tests goodwill for impairment. It provides an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Given this option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. Adoption of this standard will not have a material impact on the Company’s consolidated results of operations and financial condition.

In December 2011, the FASB issued Accounting Standards Update No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The Standard requires additional disclosure to help the comparability of US GAAP and IFRS financial statements. The new standards are effective for annual and interim periods beginning January 1, 2013. Retrospective application is required. The guidance concerns disclosure only and will not have an impact on our financial position or results of operations.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. Except for the ASUs listed above, those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

F-10

Note 3 – Convertible Note Payable

During January and February 2012, the Company received advances from, and had expenses paid on its behalf by, Leeward Ventures totaling $100,000 since Inception through February 29, 2012 to fund software and website development, and provide working capital. During this time period, such funds were intended to be a part of a larger equity investment. . The note pays interest at 1% per annum, is due on or about August 9, 2012, and is convertible into approximately 1% of Cloud Star, or in effect 1,000,000 shares of common stock of Accend Media.

On February 9, 2012, as modified, the Company entered into a written agreement with Leeward Ventures to provide an additional $400,000 of working capital. In return, Leeward Ventures will receive 4,000,000 shares of common stock of Accend Media held by two shareholders of Accend Media - see Note 8. The controlling party of Leeward Ventures was elected to the board of directors of Accend Media upon the close of the merger.

Note 4 – Commitments and Contingencies

Operating Lease

On February 23, 2012, the Company entered into an operating lease for its corporate office for a period of six months for $800 per month.

Note 5 – Stockholders’ Deficit

Authorizations and Designations

As of February 29, 2012, the Company has 1,000,000 shares of common stock authorized, having a par value of $0.0001 per share.

Common Stock

During the period from Inception to February 29, 2012, the Company issued 100,000 shares to one individual for $100 of consideration. These shares were considered founders shares and accordingly, were recorded at par value with the excess over par value recorded to additional paid-in capital.

Contributed Capital

During the period from Inception to February 29, 2012, services were provided by the Company’s Chief Executive Officer (“CEO”). In consideration for services, the Company paid two months of salary at $7,500 per month in cash, and two months unpaid. Unpaid services are considered contributed service to the Company. The fair value of contributed services totaled $15,000 and has been recognized in the accompanying statement of stockholders’ deficit as contributed services, and statement of operations as general and administrative.

F-11

Note 6 – Related Party Transactions

See Note 4 for preliminary employment agreement services with the Company’s Chief Executive Officer.

See Note 5 for contributed capital by the Company’s Chief Executive Officer.

Note 7 – Income Taxes

The Company had no estimated state tax liability at February 29, 2012. There is no current provision or liability for federal reporting purposes, and no deferred income tax expense is recorded since the deferred tax assets have been recorded as discussed below. Minimum annual income taxes in California are $800 and the income tax rate in the state is 8.84%.

The Company's deferred tax assets consist solely of net operating loss (NOL) carry forwards of approximately $55,000 at February 29, 2012. The Company will not deduct $15,000 of contributed services recorded in these financial statements. For federal tax purposes these carry forwards expire in 20 years beginning in 2032 and for the State of California purposes they expire in five years beginning in 2017. A full valuation allowance was recorded for deferred tax assets of $22,000 related to the NOL’s as it cannot be determined if the assets will be ultimately used to offset future income, if any. During the period ended February 29, 2012, the valuation allowance increased $22,000. The difference between the federal statutory rate of approximately 34% and the effective rate of zero is due to contributed services by the Company’s Chief Executive Officer and the increase in the Company valuation allowance.

Due to the recent inception of the Company, there have been no United States Federal or State tax returns filed and accordingly, there are no returns subject to examination by the United States Internal Revenue Service or California Franchise Tax Board.

Note 8 – Subsequent Events

On May 22, 2012, the Company entered into an Acquisition Agreement and Plan of Merger to be acquired by Accend Media. Cloud Star and Accend Media filed Articles of Merger with the Nevada Secretary of State, whereby, Accend Media will be the surviving corporation.

F-12

Exhibit 99.2 - Pro Forma Financial Data

Following are the consolidated pro forma financial statements of Accend Media and Cloud Star Corporation. These consolidated pro forma statements and accompanying notes are considered integral to this SEC form 8K filing.

Accend Media

Cloud Star Corporation

Consolidated Pro Forma

Unaudited Balance Sheets For the Periods as Indicated

ASSETS Current assets:	Cloud Star Corporation February 29, 2012		Amend Media Pro Forma November 30, 2011 Adjustments	Pro Forma Combined
ASSETS Current assets:				(Unaudited)
Cash and cash equivalents	13,658	$		13,658
Accounts receivable			79,270	79,270
Other receivable			300	300
Total current assets	13,658		79,570	93,228
Website and software	31,279			31,279
Other assets			1,500	1 500
TOTAL ASSETS	44,937	$	81,070	126,007
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Bank overdraft			603	603
Accounts payable			5,780	5,780
Accrued liabilities	100		(10)	90
Convertible note payable	100,000			100.000
Total current liabilities	100,100		6,373	106,473

Commitments and contingencies

Stockholders' equity (deficit):

Preferred stock; on a historical and pro-forma basis; $0.001 par value; 10,000,000 shares authorized; none issued and outstanding

Common stock; $0.001 par value; on a historical basis- 190,000,000 shares authorized, 150,000,000 issued and outstanding; 190,000,000 shares
authorized; 97,200,000 issued and outstanding	10		30,000	120,000	1	97,200
				(52,800)	2
				(10)	3
Additional paid-in capital	15,090		20,075	(20,075)	1	17,900
				10	1
				2,800	2
Accumulated earnings (deficit) in the development stage	(70,263)		24,622	(99,925)	1	(95,566)
				50,000	2

Total stockholders' equity (deficit)	(55 163)		74,697			19,534
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	44,937	$	81,070			126,007

1 To reflect the five to one forward stock split effective in May2012.

2 To reflect the cancellation of 50,000,000 shares of common stock and 2,800,000 shares returned to treasury in connection with the merger. Offset was to accumulated deficit due to the previous removal of additional paid in capital in connection with #1.

3 Reclass of Cloud Star's common stock to the additional paid in capital account.

4 Elimination of historical Amend Media accumulated deficit and reduction of additional paid-in capital

Accend Media

Cloud Star Corporation

Consolidated Pro Forma

Unaudited Statement of Operations for the Periods as Indicated

		Cloud Star Corporation	Accend Media
		From October 17, 2011 ("Inception") to February 29, 2012	From December 20, 2010 ("Inception") to February 28, 2011	Pro Forma Adjustments		Pro Forma Combined
						(Unaudited)

Revenue		-	-			-

General and administrative		70,163	4,346			74,509

Loss from operations		(70,163)	(4,346)			(74,509)

Other Income (Expense)
Interest income		-	-			-
Interest expense		(100)	-			(100)
Total other income (expense)		(100)	-			(100)

Net loss		(70,263)	(4,346)			(74,609)
				80,563,380	1
				(50,000,000)	2
Weighted average shares basic and diluted			20,140,845	(2,800,000)	2	47,904,225
Weighted average basic and diluted loss
	per common share		0.00			0.00

1 To reflect the five to one forward stock split (20,140,845 X 5 – 20,140,845 = 80,563,380).

2 To reflect the cancellation of 50,000,000 shares of common stock in connection with the merger and return of 2,800,000 shares to treasury.

The accompanying notes are an integral part of the financial statements

NOTE 1 – Acquisition and Reorganization

On May 22, 2012, Accend Media and Cloud Star entered into an Acquisition Agreement and Plan of Merger. This merger does not involve the issuance of any new shares by Accend Media, as the former control shareholder, Scott Gerardi and another shareholder of Accend Media agreed to transfer or cancel 118,000,000 of their 120,000,000 shares as follows: 60,000,000 shares to acquire Cloud Star; 2,800,000 shares to return to treasury; 200,000 shares to a new director; 5,000,000 shares to be sold for contributed capital for the Company and 50,000,000 shares cancelled. Immediately prior to the merger, Accend Media had 150,000,000 shares outstanding after giving effect for the five for one stock split approved by its board of directors on March 22, 2012. Immediately after the merger, 97,200,000 shares are outstanding with the sole shareholder of Cloud Star owning 60,000,000 shares.

NOTE 2 – Basis of Presentation

The acquisition of Cloud Star will be accounting for as a reverse acquisition, resulting change in reporting entity, whereby the financial statements Cloud Star will be reported at historical costs after the acquisition. The assets of Accend Media are required to be reported at fair value. We don’t expect to ascribe any value to the assets of Accend Media since these are not expected to be material.

The unaudited pro forma consolidated balance sheet data was prepared assuming the acquisition was completed on November 30, 2011 and was based on the unaudited balance sheet of Accend Media as of November 30, 2011 and the audited balance sheet of Cloud Star as of February 29, 2012.

The unaudited pro forma statement of operations data was prepared for the most recent fiscal year reported by Accend Media, and assume that the acquisition was completed at the beginning of the year. Accordingly, the unaudited pro forma statement of operations data include the data of Accend Media for the period from December 20, 2010 through February 28, 2011, and the data for the period from October 17, 2011 through February 29, 2012 for Cloud Star.

These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company’s financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.

The historical share data of Accend Media have been retroactively adjusted to reflect the five-for-one forward stock split effected on May 7, 2012.