FORM S-1
NEVADA 27-4479356
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7389
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(Primary Standard Industrial
Classification Number)
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WITH COPIES OF ALL CORRESPONDENCE TO:
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
Calculation of Registration Fee
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TITLE OF EACH PROPOSED
CLASS OF PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
Common stock
$0.001 par value 6,000,000 $0.01(3) $ 60,000(4) $ 6.97
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TOTAL 6,000,000 $0.01 $ 60,000 $ 6.97
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(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a).
(2) Represents common shares currently outstanding to be sold by the selling security holders. The Company will derive no financial benefit from the sales of these shares. Our selling shareholders' shares will sell at $0.01 per share until our shares are quoted on the OTC-BB and thereafter at prevailing market prices or privately negotiated prices.
(3) This price was determined arbitrarily by the Company.
(4) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. Our Common Stock is not traded on any national exchange and in accordance with Rule 457, the offering price was determined by the price shares were sold to our stockholders in an offering exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933. The price of $0.01 is a fixed price at which the selling stockholders may sell their shares until such time as our Common Stock is quoted on the OTC Bulletin Board ("OTCBB") at which time the shares may be sold at prevailing market prices or privately negotiated prices.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.
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| THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. |
| WE MAY NOT SEE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED |
| WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL AND |
| IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE |
| THE OFFER OR SALE IS NOT PERMITTED. |
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Subject to Completion, Dated _____________, 2011
PRELIMINARY PROSPECTUS
ACCEND MEDIA
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6,000,000 SHARES OF
COMMON STOCK
$0.01 PER SHARE
The selling stockholders of Accend Media (the "Company") named in this prospectus are offering shares of Common Stock through this Prospectus. The Company will not receive any of the proceeds from the sale of the shares by the selling stockholders. Our Common Stock is presently not traded on any market or securities exchange. The 6,000,000 shares of our Common Stock may be sold by the selling stockholders at a fixed price of $0.01 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA") which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an inactive trading market, investors may be unable to liquidate their investment or make any profit from the investment. We have agreed to bear the expenses relating to the registration of the shares for the selling stockholders of our Company.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 6.
Neither the U. S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
The date of this Prospectus is [Date]
Table of Contents
Part I
PROSPECTUS SUMMARY...................................................... 3
OUR COMPANY............................................................. 3
THE OFFERING............................................................ 5
SELECTED FINANCIAL INFORMATION.......................................... 6
COMPANY RISK FACTORS.................................................... 7
RISK FACTORS RELATING TO OUR COMMON STOCK AND THIS OFFERING.............11
USE OF PROCEEDS.........................................................13
DILUTION................................................................13
DETERMINATION OF THE OFFERING PRICE.....................................13
SELLING SECURITY HOLDERS................................................14
PLAN OF DISTRIBUTION....................................................17
DESCRIPTION OF SECURITIES...............................................19
DIVIDEND POLICY.........................................................19
FORWARD-LOOKING STATEMENTS..............................................20
LEGAL MATTERS...........................................................20
EXPERTS.................................................................20
DESCRIPTION OF BUSINESS.................................................21
DESCRIPTION OF PROPERTY.................................................23
LEGAL PROCEEDINGS.......................................................23
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............25
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............29
EXECUTIVE COMPENSATION..................................................30
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........31
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................32
FINANCIAL STATEMENTS....................................................33
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A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this Prospectus, the "Company," "we," "us," and "our" refer to Accend Media unless the context otherwise requires. The term "fiscal year" refers to our fiscal year ended February 28. Unless otherwise indicated the term "Common Stock" refers to shares of the Company's common stock.
ABOUT OUR COMPANY
We are a Nevada Corporation incorporated on December 20, 2010.
We issued twenty-four million (24,000,000) shares of our Common Stock to Scott Gerardi for $24,000 cash. Of these shares, one million (1,000,000) shares were subsequently transferred to Jonathan W. Marshall on March 1, 2011 in a private transaction. The shares issued to Scott Gerardi are subject to Rule 144 of the Securities Act of 1933 and as such, are defined as restricted securities.
Our principal executive offices are located at 8275 S. Eastern Avenue, Suite 200-306, Las Vegas, NV 89123, and our telephone number is (702) 332-9888.
TERMS OF THE OFFERING
The selling stockholders named in this Prospectus are offering shares of Common Stock of the Company for their own account (the "Offering"). We will not receive any of the proceeds from the sale of these shares of Common Stock. There will be 30,000,000 shares of our Common Stock outstanding prior to and after this Offering. The offering price of $0.01 (the "Offering Price") was determined based upon the price the shares of Common Stock were sold to our stockholders in an offering conducted pursuant to Regulation S, whereby all stockholders represented to us that they are non-U.S. persons as such is defined under Regulation S. Further, the Offering Price is a fixed price at which the selling stockholders may sell their shares until our Common Stock is quoted on the OTCBB, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of the Common Stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.
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The Offering
Securities Being Offered: Up to 6,000,000 shares of common stock
Offering Price: The selling shareholders will sell our
shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. There is no
guarantee that our shares will be quoted
for trading on the OTC Bulletin Board. We
determined this offering price based upon
the price of the last sale of our common
stock to investors.
Terms of the Offering: The selling shareholders will determine
when and how they will sell the common
stock offered in this prospectus.
Termination of the Offering: The offering will conclude when all of the
6,000,000 shares of common stock have been
sold or we, in our sole discretion, decide
to terminate the registration of the
shares. We may decide to terminate the
registration if it is no longer necessary
due to the operation of the resale
provisions of Rule 144.
Securities Issued 30,000,000 shares of our common stock are
And to be Issued: issued and outstanding as of the date of
this Prospectus. All of the common stock
to be sold under this Prospectus will be
sold by existing shareholders.
Use of Proceeds: We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
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SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with "Management's Discussion and Analysis," "Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The statement of operations and balance sheet data for the year ended February 28, 2011 is derived from our audited financial statements.
STATEMENT OF OPERATIONS
Revenues $ 0 Cost of revenues 0 General and Administrative Expenses $ 4,346 Net Loss $ (4,346) BALANCE SHEET DATA Cash $ 45,851 Total Assets $ 45,851 Total Liabilities $ 122 Stockholders' Equity $ 45,729 |
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.
RISKS RELATING TO OUR COMPANY
OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We are a development stage company. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. If we cannot obtain sufficient funding, we may have to delay or abandon the implementation of our business strategy.
WE HAVE NO OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small company starting a new business enterprise and the highly competitive environment. Since we have no operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.
WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO DELAY OR ABANDON COMMENCEMENT OF OPERATIONS.
We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.
We estimate that our current cash resources will be sufficient to finance our operations, at the current level of activity, for a period of six to eight months. Over the next twelve months we expect to require $120,000 to fully implement our business plan. Our current cash resources are insufficient to finance our planned expenditures. To successfully execute our planned operations we will need to raise approximately $90,000. Our options for raising the funds include the public or private sale of our common stock, bank financing or further advances from our President. We have no plans for such financing and cannot guarantee that any such financing would be available.
If we are unable to obtain financing on reasonable terms, we could be forced to delay, diminish or abandon our plan of operation. Such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.
OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF SCOTT GERARDI. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are presently dependent to a great extent upon the experience, abilities and continued services of Scott Gerardi, our President and Chief Executive Officer. We currently do not have an employment agreement with Scott Gerardi. The loss of his services could have a material adverse effect on our business, financial condition or results of operation.
THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
Since our Common stock is not listed or quoted on any exchange or quotation system, the offering price of $0.01 per share was arbitrarily determined. The Offering Price bears no relationship to the book value, assets or earnings of our Company or any other recognized criteria of value. The Offering Price should not be regarded as an indicator of the future market price of the securities.
WE WILL INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH REPORTING AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
We will in the future incur significant costs associated with our public company reporting requirements, costs associated with accounting requirements and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We may not be able to absorb these costs of being a public company which will negatively affect our business operations.
WE HAVE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE TO CONTINUE OFFERING OUR ADVERTISING CLIENTS COMPETITIVE SERVICES OR WE MAY LOSE CLIENTS AND BE UNABLE TO COMPETE.
Our future success will depend on our ability to continue delivering our advertising clients competitive results-based Internet marketing services. In order to do so, we will need to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to improve the performance of our services. Our failure to adapt to such changes would likely lead to a loss of clients or a substantial reduction in the fees we would be able to charge versus competitors who have more rapidly adopted improved technology. Any loss of clients or reduction of fees would adversely impact our revenue. In addition, the widespread adoption of new Internet technologies or other technological changes could require substantial expenditures by us to modify or adapt our services or infrastructure. If we are unable to pass all or part of these costs on to our clients, our margins and, therefore, profitability will be reduced.
NEW TECHNOLOGIES COULD BLOCK OR FILTER OUR ADS, WHICH COULD REDUCE THE EFFECTIVENESS OF OUR SERVICES AND LEAD TO A LOSS OF CUSTOMERS.
Technologies may be developed that can block the display of our ads. We expect to derive a portion our revenues from fees paid to us by advertisers in connection with the display of ads on web pages. Any ad-blocking technology effective against our ad placements could severely restrict the number of advertisements that we are able to place before consumers resulting in a reduction in the attractiveness of our services to advertisers. If advertisers determine that our services are not providing substantial value, we may suffer a loss of clients. As a result, ad-blocking technology could, in the future, substantially decrease the number of ads we place resulting in a decrease in our revenues.
IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.
As discussed in the footnotes to financial statements included in this Offering Document, our auditors have given us a Going Concern comment. This raises substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business plans may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment with us.
IF THE ACCEPTANCE OF ONLINE ADVERTISING AND ONLINE DIRECT MARKETING DOES NOT INCREASE, OUR BUSINESS WILL SUFFER.
The demand for online marketing may not develop to a level sufficient to support our continued operations or may develop more slowly than we expect. We expect to derive our revenues from contracts with advertiser clients under which we provide online marketing services through our offer distribution network. The Internet has not existed long enough as a marketing medium to demonstrate its effectiveness relative to traditional marketing methods. Advertisers that have historically relied on traditional marketing methods may be reluctant or slow to adopt online marketing. Many advertisers have limited or no experience using the Internet as a marketing medium. In addition, advertisers that have invested substantial resources in traditional methods of marketing may be reluctant to reallocate these resources to online marketing. Those companies that have invested a significant portion of their marketing budgets in online marketing may decide after a time to return to more traditional methods if they find that online marketing is a less effective method of promoting their products and services than traditional marketing methods. Moreover, the Internet-based companies that have adopted online marketing methods may themselves develop more slowly than anticipated or not at all. This, in turn, may result in slower growth in demand for the online direct marketing services of the type we provide.
We do not know if accepted industry standards for measuring the effectiveness of online marketing, particularly of the cost per action model most commonly used by us, will develop. An absence of accepted standards for measuring effectiveness could discourage companies from committing significant resources to online marketing. Moreover, advertisers may determine that the cost per action pricing model is less effective in achieving, or entirely fails to achieve, their marketing objectives. If the market for Internet advertising fails to continue to develop, develops more slowly than we expect, or rejects our primary cost per action pricing model, our ability to place offers and generate revenues could be harmed.
WE MAY NOT BE ABLE TO COMPETE WITH OTHER INTERNET PROVIDERS, ALMOST ALL OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
Mostly all of our competitors have significantly greater financial, marketing and other resources and larger customer bases than we have. We are less financially leveraged than they are. As a result, these competitors may be able to: adapt to changes in customer requirements more quickly; introduce new and more innovative internet technological products more quickly; better adapt to downturns in the economy or other decreases in sales; better withstand pressure to accept customer concerns; take advantage of acquisition and other opportunities more readily; devote greater resources to the marketing and sale of their services; and adopt more aggressive pricing policies.
UPON THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART, WE WILL NOT BE REQUIRED TO FILE PROXY STATEMENTS PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, WHICH MAY IMPEDE YOUR ABILITY TO OBTAIN INFORMATION ABOUT OUR BUSINESS AND OPERATIONS.
Upon effectiveness of this registration statement we will be subject to
Section 15(d) of the Exchange Act. Pursuant to Section 15(d) we are not
required to file proxy statements. Proxy statements may be useful to
investors in assessing corporate business decisions such as how management is
paid and potential conflict-of-interest issues with auditors. Only if we
register our Common Stock under the Exchange Act will we be required to file
proxy statements. However, we may never file a Form 8A to register our Common
Stock under Section 12 of the Exchange Act. If we do not file a Form 8A, we
are not required to file proxy statements and it may impede your ability to
obtain information about our business and operations which may have a
negative effect on your investment.
RISKS RELATING TO OUR COMMON STOCK
THERE IS NO LIQUIDITY AND NO ESTABLISHED PUBLIC MARKET FOR OUR COMMON STOCK AND WE MAY NOT BE SUCCESSFUL AT OBTAINING A QUOTATION ON A RECOGNIZED QUOTATION SERVICE. IN SUCH EVENT IT MAY BE DIFFICULT TO SELL YOUR SHARES.
There is presently no public market for our Common Stock. There can be no assurance that we will be successful at developing a public market or in having our Common Stock quoted on a quotation facility such as the OTCBB. There are risks associated with attempting to obtain a quotation for our Common Stock, including that broker dealers may not be willing to make a market in our Common Stock, or to request that our Common Stock be quoted on a quotation service. In addition, even if a quotation is obtained, the OTCBB and similar quotation services are often characterized by low trading volumes, and price volatility, which may make it difficult for an investor to sell our Common Stock on acceptable terms. If trades in our Common Stock are not quoted on a quotation facility, it may be very difficult for investors to find buyers for their shares of Company Common Stock.
WE MAY, IN THE FUTURE, ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of Common Stock. As of the date of this Prospectus we had 30,000,000 shares of Common Stock outstanding. Accordingly, we may issue up to an additional 45,000,000 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 stockholders. We 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 of Common Stock held by our investors, and might have an adverse effect on any trading market for our Common Stock.
CERTAIN COMPANY ACTIONS AND THE INTERESTS OF STOCKHOLDERS MAY DIFFER.
The voting control of the Company could discourage others from initiating a potential merger, takeover or another change-of-control transaction that could be beneficial to stockholders. As a result, the value of stock could be harmed. Purchasers should be aware that a single stockholder who is our sole officer and director owns approximately 77% of the Company's issued and outstanding Common Stock.
BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
There is no established public trading market for our Common Stock. Our Common Stock is not and has not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our Common Stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our Common Stock, which in all likelihood would make it difficult for our stockholders to sell their Common Stock.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). 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 risks in the penny stock market. The broker- dealer also must provide the customer with current bid and offer quotations for the penny stock, 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 broker- dealer must also 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 requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our Common Stock and may affect your ability to resell the Common Stock.
USE OF PROCEEDS
The selling stockholders are selling shares of Common Stock covered by this Prospectus for their own account. We will not receive any of the proceeds from the sale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling stockholders.
DETERMINATION OF OFFERING PRICE
The selling stockholders will sell our shares at the price of $0.01 per share unless and until our shares are quoted on the OTCBB, and thereafter at prevailing market prices or privately negotiated prices. This price was arbitrarily determined by us.
DILUTION
The Common Stock to be sold by the selling stockholders is Common Stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.
SELLING STOCKHOLDERS
The shares of Common Stock being offered for sale by the selling stockholders hereunder consist of 6,000,000 shares of our Common Stock held by 31 stockholders who purchased the Common Stock in an offering exempt from registration pursuant to the exemption provided by Regulation S.
The selling stockholders may from time to time offer and sell any or all of their shares that are registered under this Prospectus. All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling stockholders in connection with the sale of such shares.
The following table sets forth information with respect to the maximum number of shares of Common Stock beneficially owned by the selling stockholders named below and as adjusted to give effect to the sale of the shares offered hereby. The table lists the number of shares of Common Stock beneficially owned by each selling stockholder as of the date of this Prospectus, the shares of Common Stock covered by this Prospectus that may be disposed of by each of the selling stockholders and the number of shares that will be beneficially owned by the selling stockholders assuming all of the shares covered by this Prospectus are sold.
The shares beneficially owned have been determined in accordance with rules promulgated by the U. S. Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this Prospectus. All information contained in the table below is based upon information provided to us by the selling stockholders and we have not independently verified this information. The selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. The selling stockholders may from time to time offer and sell pursuant to this Prospectus any or all of the Common Stock being registered. The selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this Prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
Except as may be indicated below, no selling stockholder is the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities. No selling stockholder is a registered broker-dealer or an affiliate of a broker-dealer. In addition, the selling stockholders purchased the stock from us in the ordinary course of business. At the time of the purchase of the stock to be resold, none of the selling shareholders had any agreements or understandings with us, directly or indirectly, with any person to distribute the stock.
The following table provides as of the date of this Prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this Offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of the Offering; and
4. the percentage owned by each upon completion of the Offering.
Total Total
Number of Shares
Shares to to be Percent
be Owned Owned
Offered for Upon Upon
Total Selling Completion Completion
shares Shareholder of this of this
Name of Selling Stockholder held Account Offering Offering
----------------------------- -------- ----------- ---------- -----------
Mirian Alvarez 200,000 200,000 200,000 Nil
Paola Aparicio 200,000 200,000 200,000 Nil
Rocio Bonila 25,000 25,000 25,000 Nil
Alejandra Caballero 33,333 33,333 33,333 Nil
Irza Caballero 200,000 200,000 200,000 Nil
Francisco Chan 213,333 213,333 213,333 Nil
Glenis De Leon 208,333 208,333 208,333 Nil
Sofia Delgado 21,667 21,667 21,667 Nil
Pedro Fuentes 75,000 75,000 75,000 Nil
Patricia Garcia 33,333 33,333 33,333 Nil
Andres Gonzales 45,000 45,000 45,000 Nil
Jose Agustin Gonzales 183,333 183,333 183,333 Nil
Kahlam Corp.(1) 500,000 500,000 500,000 Nil
Marcia Lopez 50,000 50,000 50,000 Nil
Sergio Madrid 291,667 291,667 291,667 Nil
Yavel Mena 225,000 225,000 225,000 Nil
Financial Pacific(2) 633,334 633,334 633,334 Nil
Panam-Plus Inc.(3) 333,333 333,333 333,333 Nil
Ernesto Paz 220,000 220,000 220,000 Nil
Marisol Perez 25,000 25,000 25,000 Nil
Nadine Ricord 225,000 225,000 225,000 Nil
Pablo Rodriguez 28,333 28,333 28,333 Nil
Aira Singh 216,667 216,667 216,667 Nil
Tarsas Corp.(4) 400,000 400,000 400,000 Nil
Wellner Corp(5) 446,667 446,667 446,667 Nil
Annie Williams 266,667 266,667 266,667 Nil
Carlos Williams 283,333 283,333 283,333 Nil
Keysi Williams 216,667 216,667 216,667 Nil
Luis Zelaya 200,000 200,000 200,000 Nil
Total 6,000,000 6,000,000 6,000,000 -%
|
1) Kahlam Corp., a Nevada Corporation, Via Usma, Casa No. 3 David, Chiriqui, Panama, Bany Lezcano, is beneficial owner who has the ultimate voting control over the shares held this entity. Bany Lezcano personally purchased these shares under Regulation S, and subsequently transferred these shares in a private transaction to Kahlam Corp.
2) Financial Pacific, a Panamanian brokerage firm, located at Balboa Avenue
- BBVA Tower, 16th Floor , Panama, Republic of Panama. The following
individuals in Panama purchased their shares under Regulation S, and
subsequently transferred their shares to Financial Pacific, so they are
positioned to liquidate their shares through this brokerage firm in the
future: Jeffrey Donado, 250,000 shares; Miguel Ferreira, 166,667 shares and
Jesus Henderson, 216,667 shares. Each of these three individuals are the
beneficial owners of their shares and they have the ultimate voting control
over the shares held on their behalf by Financial Pacific.
3) Panam-Plus Inc., a Nevada Corporation, Chanis, La Fontana, Edif. Mikonos Apto. PBD. Panama, Panama, Yorleine Madrid is beneficial owner who has the ultimate voting control over the shares held this entity. Yorleine Madrid personally purchased these shares under Regulation S, and subsequently transferred these shares in a private transaction to Panam-Plus Inc.
4) Tarsas Corp., a Nevada Corporation, Betania, Camino Real, Edif. Karina Apt 1B, Panama, Panama, Jorge Mendoza, is beneficial owner who has the ultimate voting control over the shares held this entity. Jorge Mendoza personally purchased these shares under Regulation S, and subsequently transferred his shares in a private transaction to Tarsas Corp.
5) Wellner Corp., a Nevada Corporation, Villa de Las Fuentes, Calle Primera, Casa No. 10, Panama, Panama, Ruben Garcia, is beneficial owner who has the ultimate voting control over the shares held this entity. Ruben Garcia personally purchased these shares under Regulation S, and subsequently transferred his shares in a private transaction to Wellner Corp.
To our knowledge, none of the selling stockholders or their beneficial owners:
- other than as noted above, has had a material relationship with us other than as a stockholder at any time within the past three years; or
- has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
- are broker-dealers or affiliated with broker-dealers.
The selling stockholders may sell some or all of their Common Stock at a fixed price of $0.01 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, stockholders may sell their shares in private transactions to other individuals. Although our Common Stock is not listed on a public exchange, we will plan to seek a listing on the OTCBB at some time in the future. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our Common Stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. Sales by selling stockholders must be made at the fixed price of $0.01 until a market develops for the Common Stock.
If and when a market has been developed for our Common Stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. At such time, the distribution of the shares may be effected in one or more of the following methods:
o ordinary brokers transactions, which may include long or short sales,
o transactions involving cross or block trades on any securities or market
where our common stock is trading,
o through direct sales to purchasers or sales effected through agents,
o through transactions in options, swaps or other derivatives (whether
exchange listed of otherwise), or
o any combination of the foregoing.
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling stockholders pursuant to this Prospectus. We have agreed to bear the expenses of the registration of the Common Stock.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks" as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The Common Stock offered by this Prospectus constitutes penny stock under the Securities and Exchange Act. The Common Stock will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares of Common Stock in our Company will be subject to the penny stock rules.
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the Commission, which: (i) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (ii) contains a description of
the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties
or other requirements of Securities' laws; (iii) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for
penny stocks and significance of the spread between the bid and ask price;
(iv) contains a toll-free telephone number for inquiries on disciplinary
actions; (v) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and (vi) contains such other information
and is in such form as the Commission shall require by rule or regulation.
The broker-dealer also must provide to the customer, prior to effecting any
transaction in a penny stock, (i) bid and offer quotations for the penny
stock; (ii) the compensation of the broker-dealer and its salesperson in the
transaction; (iii) the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of
the market for such stock; and (iv) monthly account statements showing the
market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
BLUE SKY RESTRICTIONS ON RESALE
When a selling stockholder wants to sell shares of our Common Stock under the Prospectus which is a part of this registration statement, the selling stockholder will also need to comply with state securities laws, also known as "blue sky laws," with regard to secondary sales. All states offer a variety of exemptions from registration of secondary sales. The broker for a selling stockholder will be able to advise the stockholder as to which states have an exemption for secondary sales of our Common Stock.
Any person who purchases shares of our Common Stock from a selling stockholder pursuant to this Prospectus and who subsequently wishes to resell such shares will also have to comply with blue sky laws regarding secondary sales.
When this Prospectus becomes effective, a selling stockholder will indicate in which state(s) he or she wishes to sell the shares, and such seller's broker will be able to identify whether the stockholder will need to register in that state or may rely on an exemption from registration.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value per share. As of March 24, 2011 there were 30,000,000 shares of our Common Stock issued and outstanding held by 33 stockholders of record.
COMMON STOCK
The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights. Our common stockholders are entitled to one non- cumulative vote per share on all matters on which stockholders may vote. Please refer to the Company's Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights of holders of the Company's Common Stock.
DIVIDENDS
We have not paid any cash dividends to stockholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions and other pertinent factors. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
WARRANTS
There are no outstanding warrants to purchase our securities.
OPTIONS
There are no outstanding options to purchase our securities.
INTERST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our Common Stock was employed on a contingency basis or had or is to receive, in connection with the Offering, a substantial interest, directly or indirectly, in our Company. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
AUDITING MATTER
Our financial statements for the period from our inception on December 20, 2010 to February 28, 2011 included in this Prospectus have been audited by De Joya Griffith & Company, LLC, an independent registered public accounting firm located at 2580 Anthem Village Drive, Henderson, NV 89052 and have been included in reliance upon such report given upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The law office of Law Offices of Thomas C. Cook, LTD, 500 N. Rainbow Blvd., Suite 300, Las Vegas, NV 89107 has passed upon the validity of the Common Stock offered under this Prospectus.
ORGANIZATION WITHIN THE LAST FIVE YEARS
Accend Media is a private Nevada Corporation, whose business is focused in technology based Internet media, marketing, and software company that specializes in generating Internet based sales leads and product sales. We were incorporated on December 20, 2010 as a Nevada corporation under the name Accend Media. Activities to date have been limited primarily to organization, initial capitalization, establishing administrative offices in Las Vegas, NV, and commencing our initial operational plans.
DESCRIPTION OF BUSINESS
Business Model
Description of Business
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.
Our services include:
-Creating of advertising campaigns used to market products and/or services online.
-Designing and hosting of customized web pages for our customers.
-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.
While visiting one of our Accend Media's websites, consumers will be given the opportunity to sign up, purchase and/or ask to be contacted about various product and service offerings. These web websites generate a variety of transactional results ranging from: (a) Web traffic; (b) inbound telemarketing calls; (c) outbound telemarketing leads; (d) marketable profiled data lists of consumers; (e) targeted response leads; and (f) completed applications for products and services.
Accend Media plans to utilize a number of online marketing channels to build our databases. These include but are not limited to:
The Company's websites will be promoted through CANSPAM compliant opt-in email marketing newsletters. Advertising dollars for email marketing are typically spent on a Cost-Per-Acquisition basis, but Accend Media also employs on a Cost-Per-Click or Cost-Per-Million basis.
Accend Media plans to utilize search engine marketing to direct consumers to its websites. Funds generated from the program will be placed in an open account with each provider and are spent on a Cost-Per-Click auction basis. Google, Yahoo, and Bing are the primary 3 search engines providers used.
Accend Media plans to purchase an advertising inventory by placing a banner, button, or text link on websites owned by third party companies. When consumers click on our banner, button, or text link, they are referred to our website. Using an ad server and our internal platform, we gauge effectiveness and return on investment of each advertising campaign.
Accend Media plans to engage publishers to run its offers and promotions on a Cost Per Action basis. Publishers are provided with real-time commission tracking.
Accend Media plans to sell its products and services to a network of participating lead buyers and advertisers in various categories. Some of these categories include - but are not limited to - the financial, insurance, travel, automotive, and deal of the day coupon industries.
Accend Media delivers internet marketing leads to business buyers in a lead auction format. This format allows clients to bid on qualified leads as they are created. Management believes this is the best way to derive the highest revenue per lead in the marketplace.
Our sole officer is responsible for all Accend Media's software development, management, and upgrades. He creates all new client accounts and implements lead delivery options based on customer needs. He is responsible for continually upgrading the Lead Generation Software Platform to accommodate new feature sets and increased scalability.
The internet lead generation and product sales marketplace is highly competitive. Management believes that Accend Media's proprietary Lead Generation Software Platform provides the company with a competitive advantage within the marketplace because of its concurrent ability to exploit the most effective marketing campaigns while selling leads at their highest value. A number of competitors are active in specific aspects of our business. In the area of business sales lead products, Accend Media faces competition primarily from companies such as Experian, Equifax, Acxiom, Quinstreet, Atrinsic, and ValueClick. These major competitors offer online leads directly to the end customer and sell their online leads through reseller networks. In the area of email compliance software, Accend Media faces competition from Digital River, Unsub Central, and Optizmo.
DESCRIPTION OF PROPERTY
Our principal executive offices are located at 8275 S. Eastern Avenue, Suite 200-306, Las Vegas, NV 89123, and our telephone number is (702) 332-9888. This office is located in a building with a number of other unrelated offices and it basically consists of an executive suite which is being rented for less than $100.00 per month.
LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings which involve us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD
We intend at some time in the future to have our Common Stock be quoted on the OTC Bulletin Board. If our Common Stock is not quoted on the OTCBB, a stockholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTCBB differs from national and regional stock exchanges in that it:
(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more broker-dealers.
To qualify for quotation on the OTCBB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the listing of a company's securities. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Common Stock of the Company. We may not now and may never qualify for quotation on the OTCBB.
TRANSFER AGENT
We have not retained a transfer agent to serve as transfer agent for shares of our Common Stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our Common Stock.
HOLDERS
As of April 27, 2011 we had 30,000,000 shares of our Common Stock issued and outstanding held by 33 holders of record.
The selling stockholders are offering hereby up to 6,000,000 shares of common stock at a fixed price of $0.01 per share.
The 23,000,000 shares of common stock held by our President, Scott Gerardi, and the 1,000,000 shares of common stock held by Jonathan W. Marshall are eligible for sale pursuant to Rule 144 subject to the current public information requirements, volume limitations, manner and notice of sale requirements as provided therein.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans. We may in the future adopt a stock option plan.
REGISTRATION RIGHTS
We have not granted registration rights to any of our stockholders.
AVAILABLE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Common Stock offered hereby. This Prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our Common Stock and our Company, please review the registration statement, including exhibits, filed as a part thereof. Statements in this Prospectus as to the contents of any document filed as an exhibit to the registration statement, set forth the material terms of such document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
We are not currently subject to the informational requirements of the Exchange Act. Upon the effectiveness of the registration statement offering the Common Stock described herein, we will be subject to the informational requirements of the Exchange Act. In accordance therewith, we will file quarterly and annual reports and other information with the SEC. The registration statement, reports and other information, including the exhibits and schedules thereto, may be inspected at the Public Reference Room of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Room of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's website at http://www.sec.gov.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of the Registration Statement includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions. The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
RESULTS OF OPERATIONS
We have a limited operational history. From our inception on December 20, 2010 to February 28, 2011 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
During the year ended February 28, 2011 we incurred total operating expenses of $4,346, classified as general & administrative. These expenses included organizational expenses and audit expenses.
From our inception on December 20, 2010 to February 28, 2011 we incurred total operating expenses of $4,346.
During the year ended February 28, 2011 we incurred a net loss of $4,346. From our inception on December 20, 2010 to February 28, 2011 we incurred a net loss of $4,346.
PLANNED OPERATIONS
Over the next twelve months our planned operations consist primarily of building our infrastructure and customer base.
Anticipated
Manner time needed to
Milestone of achievement complete milestone
----------------------------------------------------------------------------
1. Business plan Prepared by officer of the Already completed
developed Company
2. Registered Files Form S-1 Registration In process
Company with
the SEC
3. Company becomes Files Registration Following
non-deficient with SEC and completes Effectiveness
fully reporting comments of Registration
4. Broker-dealer Company seeks a Following
applies for market maker Effectiveness
OTC-BB listing of Registration
5. Business plan Pipe transaction to Six months after
fully funded raise $200,000 (stock OTC-BB listing
must be trading)
6. The Company Business fully 18-24 months
operates at a operational after funding
profit
|
Our subsequent milestones are based on the number of reseller agreements entered into. The timing of achieving subsequent milestones cannot be reliably determined, as noted above. Due to the uncertainty of establishing the timing of future milestones, the associated costs, likewise cannot be reasonably estimated.
At present we are not able to estimate when we will be able to generate sustained revenues. The Company expects to be in a better position to project its milestones and its ability to generate sustained revenues at such time as the Company is able to fully implement its business plan and believes that projections beyond its first milestone would be speculative.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2011 we had $45,851 in cash, $45,851 in total assets, $122 in total liabilities, working capital of $45,729 and an accumulated deficit of $4,346.
During the year ended February 28, 2011 we used net cash of $4,224 in operations, generated cash of $50,075 from financing activities and had no cash flows from investing activities. From our inception on December 20, 2010 to February 28, 2011 we used net cash of $4,224 in operations, generated cash of $50,075 from financing activities and had no cash flows from investing activities.
We are dependent on funds raised through equity financing and loans from our President. Since our inception on December 20, 2010, we have raised proceeds of $50,000 in cash from the sale of our common stock.
Over the next twelve months we expect to require $200,000 in financing to commence our planned operations. Our current cash resources are insufficient to finance our planned expenditures. We estimate that our current cash resources will be sufficient to finance our operations, at the current level of activity, for a period of twelve months, which estimate includes the additional expenses the Company will incur upon becoming a reporting company. We do not expect to have significant capital expenditures in the after the next twelve months. To successfully commence our planned operations we will need to raise approximately $200,000 in additional financing. We anticipate raising the funds through the sale of our common stock and further loans from our President. However, there are no assurances that we will be able to raise funds via either of these two options. Our ability to raise financing in the equity markets are uncertain as the equity markets, in recent years, have been depressed especially for start-up companies like ourselves. We expect that our President will extend further loans to us but he has no obligation or commitment to do so.
GOING CONCERN CONSIDERATION
We have not generated any revenues since inception. As of February 28, 2011 we had accumulated losses of $4,346. Our independent auditors included a paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our sole officer and director and his age as of the date hereof is as follows:
Scott J. Gerardi is an online advertising and lead generation veteran that possesses over 20-years experience in new media.
2009 - 2010 - Monster Offers - President and Director.
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.
Mr. Gerardi is a 1989 graduate of San Diego State University in San Diego, California, with a BS degree in Marketing.
Our sole director, executive officer and control persons has not been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5. any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity;
6. Any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; and
7. Any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
Term of Office
Our director was appointed for a one-year term to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until the next annual meeting of the board of directors and until such officer's successor shall have been elected and qualified subject to earlier resignation or removal by the board.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer paid by us for the Company's last completed fiscal year in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO).
SUMMARY COMPENSATION TABLE
As a result of the Company's currently limited available cash, no officer or director received compensation from December 20, 2010 (inception) through February 28, 2011. Accend Media did compensate its sole officer $10,000 in March, 2011.
Summary Compensation Table
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
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Name and Principal Position Feb 28 ($) ($) ($) ($) ($) Scott Gerardi CEO/Dir. 2011 -0- -0- -0- -0- -0- 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.
There have been no awards made to the named executive officer under any long term incentive plan.
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.
We currently do not have any employees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information, to the best of our knowledge, about the ownership of our common stock on March 24, 2011 relating to those persons known to beneficially own more than 5% of our capital stock and by our named Executive Officer and Directors.
Beneficial ownership is determined in accordance with the rules of the U. S. 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
March 24, 2011 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 Monster Offers common stock. The Company does not have any outstanding options, warrants or other securities exercisable for or convertible into shares of its common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
-----------------------------------------------------------------------------
Common Scott J. Gerardi (2) 23,000,000 76.6%
Chairman & CEO
-----------------------------------------------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(1 person) 23,000,000 76.6%
|
(1) Based upon 30,000,000 shares outstanding as of the date hereof.
(2) Scott J. Gerardi, 8275 S. Eastern Avenue, Suite 200-306, Las Vegas,
NV 89123
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT LIABILITIES
Our director and officer is indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have agreed to indemnify our director and officer against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our director, officer and controlling person pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ACCEND MEDIA
(A Development Stage Company)
FINANCIAL STATEMENTS
February 28, 2011
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
To the Board of Directors and Stockholders Accend Media,
We have audited the accompanying balance sheet of Accend Media, (A Development Stage Company) as of February 28, 2011 and the related statements of operations, stockholders' equity, and cash flows for the year ended February 28, 2011 and from inception (December 20, 2010) to February 28, 2011. Accend Media, management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our 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 the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Accend Media (A Development Stage Company) as of February 28, 2011, and the results of its operations and its cash flows for the period ended February 28, 2011 and from inception (December 20, 2010) to February 28, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC Henderson, Nevada April 22, 2011 |
Accend Media
(A Development Stage Company)
Balance Sheet
(Audited)
February 28,
2011
-------------
Assets
Current assets:
Cash $ 45,851
-------------
Total current assets 45,851
-------------
Total assets $ 45,851
=============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 122
-------------
Total current liabilities 122
-------------
Total liabilities 122
-------------
Stockholders' equity:
Common stock, $0.001 par value, 75,000,000
shares authorized, 30,000,000 issued and
outstanding as of February 28, 2011 30,000
Additional paid-in capital 20,075
Deficit accumulated during development stage (4,346)
-------------
Total stockholders' equity 45,729
-------------
Total liabilities and stockholders' equity $ 45,851
=============
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The accompanying notes are an integral part of these financial statements.
Accend Media
(A Development Stage Company)
Statement of Operations
(Audited)
From Inception
(December 20, 2010)
to February 28,
2011
----------------
Revenue $ -
----------------
Expenses:
General & administrative 4,346
----------------
Total expenses 4,346
----------------
Net loss $ (4,346)
================
Weighted average number of
common shares outstanding
Basic 20,140,845
================
Net loss per share $ (0.00)
================
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The accompanying notes are an integral part of these financial statements.
Accend Media
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from Inception (December 20, 2010) to February 28, 2011
(Audited)
Deficit
Common Stock Additional Accumulated Total
------------------- Paid-in During Stockholders'
Shares Amount Capital Development Equity
----------- ------- -------- ---------- -----------
Inception
December 20, 2010 - $ - $ - $ - $ -
December 20, 2010
Founders shares issued
for cash at $0.001
per share 20,000,000 20,000 - - 20,000
December 20, 2010
Contributed Capital - - 75 - 75
February 28, 2011
Founders shares issued
for cash at $0.003 per
share 4,000,000 4,000 8,000 - 12,000
February 28, 2011
Shares issued for cash
pursuant to Regulation S
offering at $0.003 per
share 6,000,000 6,000 12,000 - 18,000
Net loss - - - (4,346) (4,346)
----------- ------- -------- ---------- -----------
Balance,
February 28, 2011 30,000,000 $30,000 $ 20,075 $ (4,346) $ 45,729
=========== ======= ======== ========== ===========
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The accompanying notes are an integral part of these financial statements.
Accend Media
(A Development Stage Company)
Statement of Cash Flows
(Audited)
From Inception
(December 20, 2010)
to February 28,
2011
----------------
Operating activities:
Net loss $ (4,346)
Changes in current assets and liabilities
Increase in accounts payable 122
----------------
Net cash used by operating activities (4,224)
----------------
Financing activities:
Proceeds from Issuance of common stock 50,000
Contribution to capital 75
----------------
Net cash provided by financing activities 50,075
----------------
Net increase in cash 45,851
Cash - beginning of the year -
----------------
Cash - end of the year $ 45,851
================
Supplemental disclosures:
Income taxes paid $ -
|
The accompanying notes are an integral part of these financial statements.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
NOTE 1. General Organization and Business
The Company was organized on December 20, 2010 (Date of Inception) under the laws of the State of Nevada, as Accend Media. The Company is a Development Stage Company as defined by Guide 7 of the Securities Exchange Commission's Industry Guide and FASB ASC 915 "Development Stage Entities".
NOTE 2. Summary of Significant Accounting Policies
The Company has not issued any options or warrants or similar securities since inception.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not commenced its planned principal operations and it has not generated any revenues. In order to obtain the necessary capital, the Company is seeking equity and/or debt financing. There are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
NOTE 4 - Stockholders' Equity and Contributed Capital
The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.
On December 20, 2010, the Company issued 20,000,000 shares of its Common Stock to a founder for cash of $20,000.
On December 20, 2010, a director of the Company contributed capital of $75 for incorporating fees.
On February 28, 2011, the Company issued 4,000,000 shares of its Common Stock to a founder for cash of $12,000.
On February 28, 2011, the Company issued 6,000,000 shares of its Common Stock to shareholders for cash of $18,000 pursuant to a Regulation S offering.
As of February 28, 2011, there have been no stock options or warrants granted.
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
On December 20, 2010, the Company issued 20,000,000 shares of its Common Stock to a founder for cash of $20,000.
On December 20, 2010, a director of the Company contributed capital of $75 for incorporating fees.
On February 28, 2011, the Company issued 4,000,000 shares of its Common Stock to a founder for cash of $12,000.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 "Income Taxes". ASC 740 requires use of the liability
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
NOTE 6. Provision for Income Taxes (continued)
method. ASC 740 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities
at the end of each period are determined using the currently enacted tax
rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled or realized.
As of February 28, 2011, the Company had net operating loss carry forwards of $4,346 that may be available to reduce future years' taxable income through 2011. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Net operation losses will begin to expire in 2030.
Components of net deferred tax assets, including a valuation allowance, are as follows at February 28, 2011:
2011
--------
Deferred tax assets:
Net operating loss carry forward $ 4,346
Less: valuation allowance (4,346)
---------
Net deferred tax assets $ -
---------
|
The valuation allowance for deferred tax assets as of February 28, 2011 was $4,346. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of February 28, 2011.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (35.0%)
Valuation reserve 35.0%
------
Total -%
|
At February 28, 2011, we had an unused net operating loss carryover approximating $4,346 that is available to offset future taxable income which expires beginning 2030.
NOTE 7. Operating Leases and Other Commitments
The Company has no lease or other obligations.
NOTE 8. Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-01, "Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)". This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. This update is effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010- 01 to have a material effect on the financial position, results of operations or cash flows of the Company.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements. This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310):
Effect of a Loan Modification When the Loan is Part of a Pool That Is
Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force.
The amendments in this Update are effective for modifications of loans
accounted for within pools under Subtopic 310-30 occurring in the first
interim or annual period ending on or after July 15, 2010. The amendments
are to be applied prospectively. Early application is permitted. The Company
does not expect the provisions of ASU 2010-18 to have a material effect on
the financial position, results of operations or cash flows of the Company.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition- Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services- Insurance (Topic 944): How Investments held through Separate Accounts Affect an Insurer's Consolidation Analysis of Those Investments-a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption. The Company does not expect the provisions of ASU 2010-15 to have a material effect on the financial position, results of operations or cash flows of the Company.
In July 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-20 (ASU 2010-20), Receivables (Topic 310):
Foreign Currency Issues: Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. For public entities, the
disclosures as of the end of a reporting period are effective for interim and
annual reporting periods ending on or after December 15, 2010. The
disclosures about activity that occurs during a reporting period are
effecting for interim and annual reporting periods beginning on or after
December 15, 2010. The Company does not expect the provisions of ASU 2010-20
to have a material effect on the financial position, results of operations or
cash flows of the Company.
Accend Media
(A Development Stage Company)
Notes to Financial Statements
February 28, 2011
(Audited)
In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.
The company evaluated all of the other recent accounting pronouncements through ASU 2010-19 and deemed that they did not have material impact on financial statements.
NOTE 9. Legal Proceedings
The Company is not currently involved in any legal proceedings at this time.
PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13 Other Expenses of Issuance and Distribution
The following table sets forth all estimated costs and expenses payable by the Company in connection with the Offering of the Common Stock included in this registration statement:
Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 7
Legal fees and miscellaneous expenses* $ 1,000
Audit Fees $ 3,500
Transfer Agent Fees* $ 900
Printing* $ 403
-------
Total $ 4,810
=======
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*Estimated expenses
All amounts are estimates other than the Commission's registration fee. We are paying all expenses of the Offering listed above. No portion of these expenses will be borne by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their Common Stock, including any brokerage commissions or costs of sale.
Item 14 Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws. Under the NRS, unless modified by a corporation's articles of incorporation, a director is not liable to a corporation, its stockholders or creditors for damages unless the director's action or failure constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or a knowing violation of law. Our bylaws provide that we will indemnify our directors and officers to the fullest extent permissible under Nevada law if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action, had no reasonable cause to believe such conduct was unlawful. The Company may purchase and maintain insurance or make other financial arrangements on behalf of any individual entitled to indemnity. Our bylaws also provide that we will advance all expenses incurred to any person entitled to indemnity upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to indemnification.
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Our bylaws further provide that discretionary indemnification may be authorized (a) by the stockholders; (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (c) by independent legal counsel in a written opinion (i) if ordered by a majority vote of disinterested directors or (ii) if a quorum of disinterested directors cannot be obtained.
Item 15 Recent Sales of Unregistered Securities
We issued 24,000,000 shares of common stock on December 20, 2010 and February 28, 2011 to Scott Gerardi, our sole officer and director. One million (1,000,000) of these shares were subsequently transferred to Jonathan W. Marshall on March 1, 2011 in private transaction. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act") at a price of $0.001 per share, for total consideration of $32,000.00. The 24,000,000 shares of common stock are restricted shares as defined in the Securities Act.
During the month of February, 2011, we sold 6,000,000 shares of our common stock to 31 purchasers, each at a price of $0.003 per share. The total amount we received from this offering was $18,000. We completed this offering pursuant an exemption from registration provided by Regulation S promulgated under the Securities Act. Each purchaser represented to us that they were a non-US person as defined in Regulation S. We did not engage in distribution of these offerings in the United States. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. The shares were sold to personal acquaintances of the sole officer and director of the Company, and none of the purchasers is, to the knowledge of the Company, in the business of underwriting securities.
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Item 16 Exhibits
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
Exhibits.
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-----------------------------------------------------------------------------
3.1 Articles of Incorporation, X S-1 02/28/11
as currently in effect
-----------------------------------------------------------------------------
3.2 Bylaws X S-1 02/28/11
as currently in effect
-----------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. X S-1 02/28/11
regarding the legality of the
securities being registered
-----------------------------------------------------------------------------
23.1 Consent of De Joya Griffith X S-1 02/28/11
& Company, LLC
-----------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. X S-1 02/28/11
(included in Exhibit 5.1).
Item 17 Undertakings
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(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any propectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
II-3
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(B) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(C) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, Nevada on April 27, 2011.
Accend Media
----------------
(Registrant)
Date: April 27, 2011 By: /s/ Scott Gerardi
-------------- ------------------------------------------
Scott Gerardi
Title: Chief Executive Officer
President and Director
Principal Executive, Financial,
and Accounting Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
April 27, 2011 /s/ Scott Gerardi Chairman of the Board
-------------- ------------------- Chief Executive Officer
Scott Gerardi President, Director
Principal Executive,
Financial, and Accounting
Officer
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Exhibit 3.1 - Articles of Incorporation
/s/ Ross Miller Ross Miller Secretary of State of Nevada |
ROSS MILLER
Secretary of State
/State Seal/ 204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
--------------------------------
/ Articles of /
/ Incorporation /
/ (PURSUANT TO NRS CHAPTER 78) /
--------------------------------
1. Name of Corporation: ACCEND MEDIA
-------------------- ------------
2. Registered Agent for [ ] Commercial Registered Agent
Service of Process: Name
(check only one box) [X] Noncommercial Registered Agent
-------------------- (name and address below)
OR
--
[ ] Office or Position with Entity
(name and address below)
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Street Address LAS VEGAS Nevada 89139 ------------------ -------- City Zip Code |
Mailing Address (if different from street address)
3. Authorized Stock: Number of shares
(number of shares with par value: 75,000,000
corporation ----------
authorized to issue)
-------------------- Par Value per share: $0.001
------
Number of shares
without par value: None.
--------
4. Names, Addresses,
Number of the Board of
Directors/Trustees:
----------------------
1. SCOTT GERARDI
-----------------------------------------
Name
6281 PALE PAVILION AVE
-----------------------------------------
Street Address
LAS VEGAS NV 89139
----------------- ------ --------------
City State Zip Code
2.
-----------------------------------------
Name
-----------------------------------------
Street Address
----------------- ------ --------------
City State Zip Code
|
6. Names, Address SCOTT GERARDI /s/ SCOTT GERARDI
and Signature of -------------------------- -------------------
Incorporator: Name Incorporator
Signature
Marc Schechtman,
It's Director
(attach additional page
if there is more than 1 6281 PALE PAVILION AVE
incorporator) --------------------------------------------
----------------------- Address
|
LAS VEGAS NV 89139
------------------- ------ ---------------
City State Zip Code
7. Certificate of I, hereby accept appointment as Resident
Acceptance of Agent for the above named corporation.
Appointment of
Registered Agent: /s/ SCOTT GERARDI 12/20/10
----------------- ---------------------------------- --------
Authorized Signature of R.A. or Date
On Behalf of R.A. Company
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This form must be accompanied by the appropriate fees.
Exhibit 3.2
By-Laws of Accend Media
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las Vegas, State of Nevada. The corporation may have such other offices within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the first Monday in October of every other year commencing with the year 2011 at the hour of 10:00 a.m. for the purpose of electing directors and officers and for the transaction of other business that may come up before the meeting. If the day fixed for the annual meeting shall be declared a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called by the directors, or by the President. Special meetings shall be called any time upon the request of the stockholders owning not less than fifty percent (50%) of the outstanding stock of the corporation entitled to vote at such meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at the office of the corporate counsel of the corporation in the City of Las Vegas, State of Nevada or at such other place as shall be determined from time to time by the Board of Directors. If the place of the meeting is not at the office of the corporate counsel of the corporation, the place of such meeting shall be stated in the call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual
meeting of stockholders shall be given by mailing written notice of the
meeting at least ten (10) days prior to the meeting to each stockholder of
record of the corporation entitled to vote at such meeting, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon. The notice of the time and place of
special meetings shall be given by written notice or by personal notice five
(5) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting.
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the stockholders entitled to notice of or entitled to vote at any regular meeting of stockholders or any special meeting, or of determining the stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Directors of the corporation shall provide that the stock transfer books be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books are to be closed for or the purpose of determining stockholders entitled to noticed of a special meeting or of the annual meeting of stockholders, such book shall be closed for at least fourteen (14) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in the case of a meeting of shareholders, not less than (10) days prior to the date on which a particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at the meeting of shareholders, or shareholders entitled to received payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be record date for such determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer books for the corporation shall prepare before each meeting of stockholders a complete list of stockholders entitled to vote at the meeting arranged in alphabetical order with the address of and number of shares held by each person. The list shall be prepared five (5) days prior to the stockholders' meeting and shall be keep on file at the principal office of the corporation and subject to inspection during normal business hours by any stockholder. The list shall also be produced and kept open at the stockholders' meeting and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder shall consist of stockholders representing, capital stock of the corporation entitled to vote at such meetings, except as otherwise specifically provided by law or in the Articles of Incorporation. If a quorum is not present at a properly called stockholders' meeting, the meeting shall be adjourned by then present and an additional and further notice sent to all stockholders notifying them of the adjournment of the meeting and the date and time and place of the adjourned meeting. At such adjourned meeting. At such adjourned meeting, at which a quorum is present or represented, business may be transacted which might have been transacted at the meeting as originally notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by their duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.
9. VOTING OF SHARES. Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such into her name. Shares standing the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into her name. Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into her name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of it own stock belonging to the Corporation shall be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in the Nevada Corporate Law, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, and unless the unanimous written consent of all shareholders has been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors consisting of not less than one or more than nine directors. The Board of Directors shall be elected for a term of two years and shall hold office until the successors are elected and qualified. Directors need not be stockholders. In addition to the power and authority granted by the By-Laws and the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things that are not forbidden by statute, Articles of Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused by resignation, death of otherwise, may be filled by a majority vote of the remaining director or directors, even though they constitute less than a quorum, or by a majority vote of the stockholders. This may be accomplished at any special or regular meeting of the Board of Directors or by the stockholders at any regular or special meeting. A director thus elected to fill any vacancies shall hold office for the unexpired term of their predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held at the same time as the annual meeting of stockholders. No notice of the regular meeting of the Board of Directors shall be sent. The directors may provide by resolution the time and place for the holding of additional regular meetings other than the meeting at the annual meeting of stockholders, by giving notice under their same provisions as that notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President, or in her absence, by the Vice President, or by any two directors, to be held at the time and place designated in notice of special meeting. The notice of special meeting shall be in the same form and done in the same manner as the notice given for stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two
(2) days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.
7. QUORUM. The majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting shall be adjourned. Any resolution adopted in writing and executed and signed by a majority of the Board of Directors, accompanied with a showing that the resolution had been presented to all directors, shall constitute and be a valid resolution as if the resolution had been adopted at a meeting at which all directors shall in all respects bind the corporation and constitute full and complete authority for the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote of the stockholders or by a majority vote of the Board of Directors. Any director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors and the President or the Secretary or the corporation. The resignation shall be effective upon receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.
12. COMPENSATION. No compensation shall be paid to directors as such for their services but the Board of Directors by resolution can fix a sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving a compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director may be a party to or may be interested in any contract or transaction of this Corporation , and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
14. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designated from among its members an executive committee and such other committees, and alternative members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at a meeting of the Board of Directors at which action on any corporate matter has been taken, will be presumed to have assented to the action taken unless their dissent is entered in the minutes of the meeting or unless they had filed their written dissent to such action with the person acting as the Secretary at the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President, Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if needed), each of whom shall be elected by the Board of Directors. Such officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more officers may be held by the same person. Officers may be directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be elected annually at the regular meeting of the Board of Directors. Each officer shall hold office for one year or until their successor shall have been duly elected and qualified. They can resign by giving written noticed to any member of the Board of Directors of the corporation. The resignation shall take effect upon receipt thereof and the acceptance shall not be necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment, the best interests of the corporation would be served by such removal. Such removal shall be without prejudice to the contractual rights, if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer, shall generally supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of stockholders and of directors. she shall sign with the Secretary, Certificates for share of Common Stock. The President shall also sign deeds, mortgages, bonds, contracts of any other instrument which the directors have authorized to be executed by the President. The President shall be responsible for the Corporate Books, unless this is delegated to another officer. The President in general shall perform all the duties incident to the office of President and such other during as may be prescribed by she directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of a death, inability or refusal to act, the Vice-President shall perform the duties of the President. When they are so acting, they shall have all the powers of and by subject to all the restrictions of the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The Vice-President shall serve in equal capacity.
8. SECRETARY. The secretary shall keep the minutes of the stockholders and of the directors meetings and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall issue the notices for all meetings except that a notice of a special meeting of the directors called at the request of two directors may be issued by those directors. The secretary shall keep a register of the post office address of each stockholder and shall have general charge of the stock transfer books unless this duty is given to a Transfer Agent. The secretary shall make reports and perform such other duties as are incident to their office or are properly required of them by the Board of Directors or the President.
9. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He/she shall receive monies due to the corporation and give receipts therefore and shall disperse the funds of the corporation in payment of the demands against the corporation as directed by the officers and the Board of Directors. He/she shall perform all duties incident to this office of as properly required of him/her by the officers or the Board of Directors. If required by the directors, the treasurer shall give a bond for faithful discharge of his/her duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officers shall be prevented from receiving such salary by reason of the fact the he/she is also a director of the Corporation. Salaries of all officers of the corporation shall be fixed by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer of the corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors my authorize.
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers and employees as follows:
Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall be in a form designated by the directors. Such certificates shall be signed by the President and Secretary. All certificates for shares shall be consecutively numbered. The name and address of the stockholder, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until, the former certificate for a like number of share has been surrendered and canceled. The exception is the case of a lost or destroyed or mutilated certificate and in such case a new one may be issued when the person claiming that certificate is lost or destroyed or mutilated certifies to the corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the transfer books of the corporation kept at the office of the corporation or of the corporation or so elected held at a Transfer Agent office. Only registered stockholders in the transfer books of the corporation shall be entitled to be treated by the corporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or other claims to or any interest in any share of stock which is not recorded upon the transfer books of the corporation in a manner prescribed by these By-Laws except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
FISCAL YEAR
1. FISCAL YEAR. The fiscal year of the corporation shall end on the 28th day of February.
ARTICLE IX
DIVIDENDS
1. DIVIDENDS. The directors may from time to time declare and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by these By-Laws.
ARTICLE X
SEAL
1. SEAL. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon, the name Accend Media, State of Nevada, 2010, and the words "corporate seal."
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or after the time stated thereon, shall be deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote of at least fifty-one percent of the stockholders in any duly called special or regular meeting or by a majority of the Board of Directors at any duly called regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 20th day of December, 2010, except for Article VIII, Fiscal Year, which was adopted by the Board of Directors of the Corporation on the 28th day of February, 2011.
/s/ Scott Gerardi
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Scott Gerardi
Corporate Secretary
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Exhibit 5.1 Legal Opinion
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow Blvd., Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1926
April 27, 2011
To: Board of Directors, Accend Media
Re: Registration Statement of Form S-1 (the "Registration Statement")
Gentlemen:
We have acted as your counsel for Accend Media, a Nevada corporation (the "Company") in connection with the resale registration of 6,000,000 shares of common stock held by selling stockholders, $0.001 par value (the "Company Shares") on the terms and conditions set forth in the Registration Statement.
In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under the laws of the State of Nevada.
2. The resale of the Company Shares to be sold pursuant to the terms of the Registration Statement as filed with the U. S. Securities and Exchange Commission have been duly authorized and, upon the sale thereof in accordance with the terms and conditions of the Registration Statement be validly issued, fully paid and non-assessable.
We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
/s/ Thomas C. Cook, Esq.
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Thomas C. Cook, Esq.
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Exhibit 23.1
April 22, 2011
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
U.S. Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We hereby consent to the incorporation and use in this Registration Statement of Accend Media, on Form S-1 of our audit report, dated April 22, 2011 relating to the accompanying balance sheet as of February 28, 2011 and the related statements of operations, stockholders' deficit, and cash flows from inception (December 20, 2010) through February 28, 2011, which appears in such Registration Statement.
We also consent to the reference to our Firm under the title "Interests of Named Experts and Counsel" in the Registration Statement S-1 and this Prospectus.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC Henderson, NV 04.22.2011 |