An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

Subject to Completion. Dated December 19, 2016 

PRELIMINARY OFFERING CIRCULAR

NEW MEDIA TRADER, INC.

dba Social BlueBook

31563 Lindero Canyon Road, Unit 2

Westlake Village, California 91361

310.948-7954 

www.socialbluebook.com

UP TO 4,000,000 SHARES OF SERIES A-1 PREFERRED STOCK+

See SECURITIES BEING OFFERED at Page 33 for additional details. 

+To be designated by amendment to our amended and restated certificate of incorporation.

* Does not include expenses of the offering. We intend to sell our Series A-1 Preferred Stock through our officers, who will not receive any additional compensation for their selling efforts. We may engage a placement agent, who would be a member of the Financial Industry Regulatory Authority (FINRA) and registered with the U.S Securities and Exchange Commission as a broker or dealer. See “Plan of Distribution.” We expect that the amount of expenses, other than commissions, of the offering that it will pay will be approximately $240,000, not including state filing fees.

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion. We are conducting this offering on a best-efforts basis without any minimum target. We may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the company.

The Series A-1 Preferred Stock are non-voting shares. Our two founders hold 86% of the voting power of the company. See “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS”

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

Prior to this offering, there has been no public market for our common stock or preferred stock. We do not currently have plans to list our common stock or preferred stock on any securities market.

Investing in our Series A-1 Preferred Stock involves risk. See the section titled “Risk Factors” beginning on page 4 to read about factors you should consider before buying shares of our Series A-1 Preferred Stock.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

We are following the “Offering Circular” format of disclosure under Regulation A.

SocialBluebook® is a registered trademark of New Media Trader, Inc.

Table of Contents

FORWARD-LOOKING STATEMENTS

This offering statement contains forward-looking statements, which include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “more,” “goal,” or similar expressions. The statements are based on assumptions that we have made, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate. We believe these judgments are reasonable. However, you should understand that these statements are not guarantees of performance or results. Our actual results could differ materially from those expressed in the forward-looking statements.

There are a number of risks, uncertainties, and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this offering statement. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties, and factors set forth below under “Risk Factors,” “Use of Intended Proceeds” and “Financial Condition.”

We urge you to read this offering statement, including the uncertainties and factors discussed under “Risk Factors,” completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this offering statement are qualified by these cautionary statements. The forward looking statements contained in this offering statement speak only as of the date of this offering statement. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

RISK FACTORS

Investing in our Series A-1 Preferred Stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and the other information contained in this offering statement, including “Financial Condition,” and our financial statements and related notes contained elsewhere in this offering statement, before you decide whether to purchase our Series A-1 Preferred Stock. The risks described below are not the only ones we face. The occurrence of any of the following risks or future or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations or cash flows.

Risks Relating to Our Business

We are a development-stage Company with limited operating history, minimal operating capital, no significant assets and without significant revenue from operations. Our auditor has issued a going concern opinion; our growth plans depend on our ability to raise investment capital in the future.

We have a history of accumulated deficits from operating losses that may continue into the foreseeable future. Our auditor has issued a “going concern” opinion on the Company’s financial statements. The Company lacks liquidity to satisfy obligations as they come due. Startups often depend on raising several rounds of additional capital until they’re profitable. We have minimal operating capital and for the foreseeable future we will be dependent upon our ability to finance our operations from the sale of additional equity or other financing alternatives. There can be no assurance that we will be able to successfully raise operating capital. The failure to successfully raise operating capital could result in our bankruptcy or other event which would have a material adverse effect on us and our stockholders. We have no significant assets or financial resources, so the failure to raise sufficient operating capital could put your investment dollars at significant risk.

We have not yet developed any significant revenues from our business model, and they may not successfully materialize.

We have not yet developed any significant revenue streams. To date, our revenue in 2015 of $40,000 was derived from a one-time project to locate influencers to promote our customer’s application.  

We may not be able to commercialize our advertising business model and scale it effectively. In addition, prevailing rates for advertising may fluctuate in ways that are unfavorable to us. Moreover, we may not be successful in acquiring new advertisers. The other revenue streams we anticipate developing, including subscription services, are yet to be developed and are uncertain in their timing and size.

We have incurred significant losses since our inception, and we anticipate that we will continue to incur significant losses in the future.

For the year ended December 31, 2015, we reported a net loss of $(844,479). We expect to continue to incur losses for the foreseeable future, and we expect these losses to increase as we continue to seek to grow our audience and operations. The size and duration of our future losses will depend, in part, on the rate of future growth of our expenses and revenues. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect the timing of our financial and operating expectations. Even if we are able to grow our revenues, this may not occur quickly enough to sustain our operations.

A large portion of our projected revenue would be generated from fees we generate on advertising. We may be unable to attract or retain advertisers, which could adversely affect our future revenue. Additionally, even if we are successful in retaining advertisers, our future advertising revenue is likely to be affected by numerous factors, including economic conditions, audience fragmentation and evolving digital advertising market dynamics.

Our success depends on our ability to develop, maintain and expand our relationships with advertisers, advertising exchanges and advertising agencies. The relationship building process can take many months and we may be unsuccessful at winning business with any given advertiser or agency. We may invest significant resources in developing relationships with advertisers and still be unsuccessful at obtaining their business or only succeed in obtaining short-term commitments from them. Our business model is relatively new and we are often required to spend substantial time and effort educating potential advertisers, publishers and content providers about our solutions, including providing demonstrations. If we are not successful in attracting and maintaining relationships with advertisers and increasing the efficiency and rates of return from our sales processes, our business may be adversely affected.

We currently serve an already crowded influencer marketplace industry with new entrants joining regularly, and challenges are created by the need to identify new entrants continuously, while also managing a rapidly growing client-base.

The influencer marketplace industry is highly competitive. Our competitors have greater financial and other resources than we do. Heightened competition, significant pricing initiatives or discount programs established by competitors or new entrants could create additional competitive pressures that reduce margins and adversely affect our business, financial condition and results of operations. See, Risks related to the influencer marketplace industry.

We are dependent on creators’ ability to attract and influence audiences through social media platforms, and any material disruptions or impairments in their ability to use social media platforms would adversely affect our business.

Our creators use a number of social media platforms. We are dependent on our creators access to all of these social media platforms to develop audiences, and we control none of these platforms. If there are any material disruptions in creators’ ability to promote on such platforms, or if we are materially impaired in our ability to use data from any such platforms or to measure the effectiveness of the creators, then our business could be materially adversely affected.

We must continue to attract and retain both creators and advertisers in order for our business to be successful.

Our business is equally dependent upon two groups of people: those who create content and want to make it available to advertisers and advertisers who desire to use creators’ social platforms to promote products and services. Our business cannot be successful – cannot operate – if we have one group but not the other. In addition, the numbers of creators and users each must continue to grow or our business could suffer. If the number of creators does not grow, we may not be able to attract large numbers of advertisers and encourage them to use and continue to use our analytic tools to find suitable creators. If the number of advertisers does not grow, we may not be able to attract and retain large numbers of creators.

No major barriers, other than our proprietary technology, exist for potential competitors to enter this marketplace, and if we fail to protect our intellectual property, our business could be harmed. There may be other algorithms in the future that can service the market as well or better than ours.

The barriers are relatively low for creating a platform such as ours that matches influencers with advertisers and that, along with the potentially huge market for advertising, could add to the competition we face. New competitors could have the ability to raise large amounts of money, and through ambitious marketing could surpass our brand awareness. Our competitive edge could be affected by the competition’s pricing strategies, the amount of resources they devote to marketing efforts, the public’s awareness of their brands and their quicker response to advances in technology.

We make a significant effort to protect our intellectual property rights including our trade secrets, trademarks, copyright and those rights pertaining to our search algorithms. Even with our efforts to protect our rights, there is a possibility that parties lacking authorization will attempt to copy our intellectual property and use our trade secrets. If that should happen, our business could be harmed. In addition, we may be forced into litigation, which often is expensive and time-consuming, to protect our trade-secret rights. The outcome of such litigation could have a negative impact on our competitive position.

We hold trademarks for our brand names and own our Internet domain name. Any unauthorized use of those names or challenges to our rights to them could affect our business.

We have registered the name “Social Bluebook” as a trademark in the United States. Even so, our competitors could choose to use our names or purchase rights to names similar to ours as Internet search terms, which could cause confusion for the public and interfere with our efforts to build our brand. There also is the possibility that owners of other trademarks with elements similar to our name could make infringement claims against us, which could harm our reputation and affect our business.

Our goal of generating a greater percentage of our revenue from large advertisers could require more resources to provide the services required, which could increase our operating costs and hurt our business.

Part of our growth strategy is to focus on attracting larger companies that have advertising needs. Historically most of our revenue has come from medium- and small-sized companies. By working with larger companies, we may face increased service requirements, greater indemnification requirements, more intense pricing pressure, and the need for additional working capital to accommodate the larger receivables and collections issues that are likely to occur as a result of being paid on credit terms. If we are unable to adequately address those demands, it may affect our ability to work with greater numbers of large companies, which may adversely affect our results of operations and future growth.

We may not be able to increase the awareness of our brand in the marketplace as quickly or as effectively as is necessary to insure revenue growth.

To increase revenues we must attract creators who have large social platforms. To accomplish this, we must increase our visibility in the marketplace. Potential creators and advertisers must be aware we exist and be able to find us. We need to demonstrate how our website can be useful to them. That could require us to devote more resources to marketing efforts, including advertising and other expenses, to build public awareness of our brand.

Even with an enhanced marketing effort, there is no guarantee that we will be able to increase the number of new visitors to our website and in turn, convert them into registered users or paying customers. Any number of conditions could affect the success of our marketing efforts, including a poorly executed campaign, the failure to expand our creator base to keep advertisers coming back for more, or an inability to keep up with new technologies, which could have a negative impact on user experience with our website and adversely affect our results of operations and future growth.

If we do not successfully integrate past or potential future acquisitions, our business could be adversely affected.

We may pursue acquisitions in the future to enhance our business offerings. The benefits resulting from an acquisition could take a significant amount of time to – or may never – emerge. Future acquisitions or investments could result in dilutive issuances of equity securities, use of large amounts of cash or incurrence of debt, contingent liabilities or amortization expenses. Any of these could adversely affect our financial condition.

In addition, integration of a new Company's operations, assets and personnel with ours could consume a considerable amount of management’s time. There are other potential risks associated with acquisitions, including outstanding, unforeseen or hidden liabilities, information security weaknesses, inability to generate revenue to offset the cost of acquiring a Company, and the potential for losing or harming relationships with our customers, suppliers and employees.

The threat of unauthorized use of our platform is a source of lost revenue.

Although we seek to limit by contract an advertiser’s ability to circumvent us in transacting with creators who we introduce, such conduct can’t always be effectively enforced. Therefore there is always the threat of advertisers circumventing us by transacting directly with creators after meeting them through our platform without authorization and without paying our fees. We cannot guarantee this won’t happen and if it does, it equates to money lost.

Any third-party claims of infringement or other intellectual property rights violations could be costly and could substantially hurt our business.

Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows. Existing laws and regulations are evolving and subject to different interpretations, and new laws or regulations may be enacted. It is possible that we are or will be infringing on or violating third-party intellectual property rights or rights related to technology use.

It may be necessary to devote significant personnel time and financial resources to defending against infringement or misappropriation claims. If judgment is against us, we may be required to pay damages and attorneys’ fees; we may be ordered to cease making, licensing or using content that we infringed or misappropriated; we may be forced to expend additional development resources to redesign our technology; we may have to enter into potentially unfavorable royalty or license agreements in order to use necessary technologies, content, or materials; and we may need to indemnify our partners and other third parties. Royalty or licensing agreements may be unavailable on terms acceptable to us, or not available at all.

We may need to raise additional capital in the future with no guarantee we will be able to do so on acceptable terms or at all.

We expect to continue to invest in our business to help it grow and we may require additional funds for such things as infrastructure and technology improvements, developing new features, adding to our personnel or acquiring a Company. We may need to seek equity or debt financings. If either or both were to happen, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our preferred stock or common stock. Any future debt financing could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters. That could make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our business growth could suffer and our ability to respond to business challenges could be harmed.

If we experience significant growth and we fail to effectively manage it, our business and operating results may suffer.

If we experience significant growth, we will experience demands on our management and our operational and financial infrastructure that will require us to commit substantial financial, operational and technical resources to management. Continued growth could also strain our ability to maintain reliable operation of our online marketplaces for our content creators and advertisers, develop and improve our operational, financial and management controls, enhance our reporting systems and procedures and recruit, train and retain highly skilled personnel. If our operations grow, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable management resources. If we fail to allocate limited resources effectively in our organization as it grows, our business, operating results and financial condition will suffer.

Risks Related to the Influencer Marketplace Industry

Because the influencer marketplace industry is relatively new and constantly changing, it is difficult to project our performance and whether we will be successful.

Our operational history is limited and our business plan is based on assumptions about the influencer market that may or may not prove to be accurate. The demand by advertisers for product placement with social influencers may not be as significant as we think and may not have the growth potential we are forecasting. In addition, we may not be able to meet the needs of the evolving marketplace. For example, we may not be able to retain our existing advertiser customers and attract new ones, provide the type of influencer they demand or keep pace with technological advances required to accommodate and satisfy a growing content creator and advertiser base. Because of our relatively brief history, we cannot guarantee we will overcome all hurdles in our path and you should not look at our past growth achievements as indicators of future success.

Risks Related to Technology

We must insure that our website always provides for a positive user experience in order to encourage customer loyalty.

If we are unable to meet both our creators’ and advertisers’ expectations for using our website, our business could suffer. Advertisers must be able to search for and find the creator they are looking for. If we are unable to keep our search algorithms and our technology up-to-date and as effective or better than our competitors’ systems, we may not be able to retain our existing creators and advertisers or attract new ones.

We must routinely upgrade our technology to stay current and competitive in order to continue to grow.

To stay competitive, we must insure our technology infrastructure is up to date so that it functions without disruption and our website continues to have the features the market demands. For financial and other reasons, we may not be able to keep up with the pace of improvement enjoyed by our competitors and as a result, we may lose business. We currently do not have specific plans for any infrastructure upgrades that would require significant capital investment. In the future we will need to improve and upgrade our technology, database systems and network infrastructure in order to allow our business to grow in both size and scope.

We could be subject to hackers and other cyber-criminals despite our security measures, putting our customers’ private information at risk and exposing us to possible litigation and loss of reputation.

Although we do not store confidential payment information from our customers, we may not be able to prevent all cybercrime attacks. If our systems are invaded by hackers, viruses, malware or other attackers, confidential information could be misappropriated and our operations could be interrupted and violated. Our computer systems and data could be compromised without our being aware of it. The result could be expenditure of significant amounts of money to add protection against security breaches or to repair the damage done. In addition, if third-party services we use to conduct our business, like email, were interrupted or if they threatened confidential data, we could face expensive litigation. The result of serious security breaches could be the loss of business and loss of our reputation, which could affect our financial condition. We also could be found in violation of state, federal and international law, exposing us to fines, lawsuits, criminal penalties and other costs.

The technologies we depend on to secure the transmission of confidential information are licensed from third parties and could malfunction or could be breached. In addition, the vendors providing our co-location and cloud services may not have the capability to sufficiently prevent security breaches and other issues that could affect the integrity of information that is stored in and passed through their systems.

Risks Related to Our Employees

Our future success depends on our management team and our ability to attract, retain and motivate qualified personnel

Our future success largely depends on our founder and chief executive officer, Chad Sahley, who has extensive experience in leading the branding and production teams at Maker Studios, the world’s largest YouTube Multi-Channel Network (MCN) during the time he worked there. If he or other members of our management team, including technical and marketing personnel, were to leave Social BlueBook, we might not be able to find replacements who could implement our business strategy. This could have a material adverse impact on our business, our financial condition and results of operations. If any of our managers were to join or start a new, competing business, we could lose creators and advertisers. There could be costs involved in recruiting and retaining replacement personnel. We do not hold “key person” life insurance. We may not be able to attract additional employees we might need in the future in order to effectively manage and grow our Company, which would affect our success.

Failure to preserve our corporate culture as our Company grows could have an impact on our staff’s ability to remain innovative and work effectively as a team.

We have invested time and energy in developing a team of employees that values and encourages innovation and creativity. If we were to lose our Company culture as we are transformed into a public and growing Company, pursuit of our corporate objectives could be compromised and our business could suffer.

Risks Related to this Offering and Ownership of Our Common Stock

No public trading market for our shares exists, and we do not have plans to apply for listing of our shares on any securities exchanges or online securities marketplaces. Consequently, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a substantial discount to the public offering price.

The shares offered hereby do not have any transfer restrictions. However, there is no public market for our Series A-1 Preferred Stock or for our common stock, and we currently have no plans to list our shares on a stock exchange or other trading market. Until our shares are listed, if ever, you may not be able to sell your shares. If you are able to sell your shares, you would likely have to sell them in an illiquid market at a substantial discount to the price you paid for the shares in this offering. It is also likely that your shares would not be accepted as the primary collateral for a loan. Because of the illiquid nature of our shares, you should purchase our shares only as a long-term investment and be prepared to hold them for an indefinite period of time.

If we do not successfully implement a liquidity transaction, you may have to hold your investment for an indefinite period, and we have no current plans to pay cash dividends on our common stock for the foreseeable future.

Our charter does not require our board of directors to pursue a liquidity transaction. Market conditions and other factors could cause us to avoid a liquidation or other type of liquidity transaction, such as a merger or sale of assets. We cannot guarantee that we will be able to liquidate all assets. If we do not pursue a liquidity transaction, or delay such a transaction due to market conditions, your shares may continue to be illiquid and you may, for an indefinite period of time, be unable to convert your investment to cash easily and you could suffer losses on your investment. In addition, we intend to retain future earnings, if any, for future operations, expansion, and debt repayment and have no current plans to pay any cash dividends for the foreseeable future.

Chad Sahley, our founder, and other significant investors controls approximately 57% of our outstanding shares of common stock, and this concentration of ownership may have an effect on transactions that are otherwise favorable to our stockholders.

When this offering is completed, our founder, Chad Sahley, will beneficially own approximately a significant percentage of our outstanding shares of common stock, making him our largest stockholder. As a result, Mr. Sahley will have the ability to influence control of the outcome of matters submitted for stockholder approval, including the election of directors. This concentration of ownership may impede a change in control, and could hold up decisions on some transactions when Mr. Sahley’s support is necessary, no matter the effect of the transactions on other stockholders.

After this offering is completed, we intend to raise additional capital by offering our common shares pursuant to recent amendments to the Securities Act of 1933 and new rules under Regulation A (“Regulation A+”) promulgated by the Securities and Exchange Commission pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to us will make our common shares less attractive to investors as compared to a traditional initial public offering.

If we are successful in raising additional capital under Regulation A+, we will be subject to scaled disclosure and reporting requirements, which may make an investment in our common shares less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual state securities agencies will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of our common shares, we may be unable to raise the funds necessary to grow our business, which could severely affect the value of our common shares.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

We expect to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

CAPITALIZATION

The following table sets forth our debt and capitalization as of June 30, 2016:

You should read this information in conjunction with “Summary – Dilution From Conversion of Convertible Notes,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes appearing elsewhere in this Offering Circular.

DILUTION

If you invest in shares of our Series A-1 Preferred Stock in this offering, your investment will be immediately diluted to the extent of the difference between the offering price per share of common stock and the net tangible book value per share of common stock after this offering. Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the net tangible book value per share attributable to the shares of common stock held by existing owners.

Our net tangible book value as of June 30, 2016 was approximately $(727,380), or $(0.15) per share of common stock. We calculate pro forma net tangible book value per share by taking the amount of our pro forma total tangible book value and then dividing that amount by the total number of shares of common stock outstanding, after giving effect to (a) the conversion of 2,138,078 shares of Series A Preferred Stock into 2,138,078 shares of common stock and (b) the conversion of $1,857,675 of principal and interest of our convertible promissory notes into 1,266,140 shares of our common stock.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to our sale of the shares in this offering at an offering price of $3.0029 per share, the full conversion of all outstanding convertible preferred stock and convertible notes, assuming that we sell in this offering 100%, 60%, and 15%, respectively, of the this offering, after deducting our estimated offering expenses of two percent (2%).

The following tables summarize, as of June 30, 2016, for each of the assumed subscription levels of approximately 100%, 60%, and 15% of this offering, the total number of shares of common stock that would be purchased in the offering, the total cash consideration that will be paid to us at those various subscription levels, and the average price per share that existing investors paid and the new investors will pay in this offering. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing investors paid.

If the gross proceeds of this Offering is not at least one million dollars ($1,000,000) prior to the maturity date of our outstanding Convertible Notes, then the Holders of those Convertible Notes, in their sole option, may, effective as of the maturity date, elect either to: (i) allow the Convertible Notes to remain outstanding, with interest continuing to accrue; or (ii) convert the then-outstanding principal amount and any unpaid accrued interest thereon into shares of our common stock at a conversion price equal to the quotient of (a) in the case of $499,167 in principal amount of the notes, four million dollars ($4,000,000), and (b) in the case of $1,238,000 in principal amount of the notes (which includes the presently authorized but unsold $450,000 principal amount of notes), eight million dollars ($8,000,000), divided by the aggregate number of shares of our common stock outstanding at such time (assuming full conversion or exercise of all options, warrants and other convertible and exercisable securities then outstanding other than the Convertible Notes) plus any unallocated shares under our equity incentive plan, or $0.50 per share and $1.00, respectively.

The following table assumes that the gross proceeds of this Offering is $999,999 and compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to the conversion of the Convertible Notes on the notes’ maturity date in each of the four quarters in 2017 and as of the end of 2018.

The preceding dilution information is for illustration purposes only. It does not assume the exercise of stock options, and, if we grant options to our employees in the future and those options are exercised, there can be further dilution to the new investors in this offering.

USE OF PROCEEDS

We plan to use the proceeds of this offering for the following purposes:

Because the offering is a “best efforts” offering without a minimum offering amount, we may close the offering without sufficient funds for all the intended purposes set out in the preceding table. As a result, we have developed contingency plans to address varying amounts of net cash proceeds we receive from this offering. We have developed alternate plans for scenarios of raising less than the full $12,000,000 offered,, specifically, approximately 15% subscription and 60% subscription cases.

We intend to use the first $1,800,000 in net offering proceeds for the following prioritized purposes:

Mid-Level Subscription Scenario: If we are successful in receiving a mid-level subscription to the offering,, we will seek as potential acquisition candidates companies that are focused on data aggregation and performance analytics, as we believe these companies will seek to avail themselves of both our user-base and our proprietary platform. Any acquisitions we pursue under this scenario will be targeted for their ability to expand the Social Bluebook® user-base, as well as enhance our product offering. Consequently, if we raise approximately $7,200,000 net proceeds, we intend to use these capital proceeds of the offering for the following additional purposes:

*The two founding officers have a contract with the Company for deferred compensation, which currently totals less than $200,000. The Company will limit payments of deferred compensation to less than 10% of the net proceeds of the offering.

We may change the amount and the intended uses of proceeds based on the net amount of new capital raised in this offering and based on unforeseen circumstances following the closing of this offering.

BUSINESS

New Media Trader, Inc., is a Delaware corporation founded in 2014 to provide robust online software tools that help answer the very pertinent Internet marketing question, “What is a social media influencer’s value to advertisers and how do you express that in dollars and cents?” In other words, what is access to that influencer’s audience worth to a brand and what should a creator of social-media content on platforms like YouTube charge to promote a product to his/her followers?

Unlike with old-school media like television and newspapers, there is no known standard advertising-rate formula in use in the wild west of Internet content. Our Social Bluebook® web application, launched in May 2015, was designed to provide a negotiation starting point for both the online influencer and the brand that covets the influencer’s following. It allows content creators and brands to broker deals directly without intermediation of expensive third parties, like talent networks or agencies. Our management believes that the proprietary Social Bluebook® valuation tools are on their way to becoming a standard for valuing and accelerating transactions between creative content owners and advertisers.

Social Bluebook® simplifies and streamlines the process of executing influencer marketing for both advertisers and online content creators.  

Content creators connect their social media platforms to our assessment tools, and Social Bluebook’s® proprietary algorithms calculate a dollar value for each platform based on audience reach and engagement. This provides the two parties to a promotion transaction with a documented basis for advertising rate negotiations.  

Soon, advertisers will have their own tool, called Social Bluebook Marketplace™. We released the “beta” version of the Marketplace application in May 2016. Free to sign up, advertisers can search through the Social Bluebook® database of creators and learn what each charges (based on Social Bluebook® algorithms) for promoting products on social media. When brands and advertising agencies locate content creators on the Social Bluebook® site that are of interest to them, they then can use our portal to invite the creator to participate in their marketing campaigns.

Social Bluebook® currently is the fastest growing influencer marketplace in our business sector. According to our internal reporting, we have attained more than 50,000 creator platforms with a reach of more than 3.4 billion followers within 18 months of the app’s launch.

The advertisers involved in the Social Bluebook Marketplace™ have estimated that by using the system to value and negotiate product placements, they have saved many thousands of dollars monthly per transaction in labor and other costs with an overall improved result. For example, in a Yahoo Finance article, Travis Chambers of Chamber Media stated, “Social Bluebook® Search has literally cut our labor costs by 80 percent and dramatically improved our selection process of influencers.”

Product Description, Features and Functions

Social Bluebook® is a web-based application with responsive design for mobile devices.  Creators and advertisers each have their own interface with features and functions that are exclusive to their respective user experience.  Social Bluebook® currently supports social media platforms YouTube, Instagram, Facebook, Vine, Twitter, and blogs.

For Content Creators

Social Bluebook’s® platform has been designed primarily from the perspective of content creators and their needs. We know that many (perhaps most) creators currently are hesitant to transform their social media content into a business. Many who make that leap discover quickly that their content and access to their online influence are highly desired by advertisers. However, most creators don’t understand their value and are intimidated by negotiations and contracts. Creators often ask, “What is the value of my content to an advertiser?” or, “What do I need to know to negotiate a brand sponsorship?”

The tools and products that Social Bluebook® is developing are designed to answer these and similar questions as well as simplify and streamline the ad placement process as much as possible to show creators that they really can do it themselves.  Social Bluebook’s® software educates and empowers creators so that they can make creating content on social media their full-time job.

There is no charge for creators to use Social Bluebook® for the following purposes:

For Advertisers

Online influencer marketing campaigns can be extremely difficult to manage and execute.  These campaigns involve entering into a service contract with one or more individuals. That is not quite as simple as going to Google Adwords and dumping an entire campaign budget there.

One of the biggest challenges facing brands and ad agencies is connecting with the right creators for their influencer marketing campaigns. And assuming they are able to find the right vehicle for their ads, the campaigns often get very complex very quickly.  Some influencer campaigns may involve multiple creators, each of whom must be contacted on a regular basis (likely via email) in order to negotiate terms of an agreement, ink contracts, verify that the creator did in fact execute on the agreed terms, collect W-9 forms and invoices, and finally make payment to each creator individually. Hours upon hours of an advertiser’s time is sucked up every month managing each of these essential but burdensome tasks.  

Once it is finalized, Social Bluebook’s® new advertiser interface, called Marketplace, will simplify and streamline the process of executing an influencer marketing campaign.  It allows small agencies and brands to execute the type of campaigns that historically only the “big boys” with a considerable amount of manpower could manage.  Advertisers can use Social Bluebook Marketplace™ to search for creators of interest, make them offers, negotiate terms, manage deliverables, receive invoices, and with a single click, make payment to each participating creator. Social Bluebook Marketplace’s™ features have the potential for saving advertisers significant money that would have been spent on staffing resources.

Currently there is no charge for advertisers to use Social Bluebook Marketplace™ for the following purposes:

Upon completion of deliverables, creators will submit a pre-populated invoice to the advertiser via Social Bluebook® for the services rendered. An advertiser can track the status of which creators have been paid and the amounts still outstanding. Social Bluebook Marketplace™ provides an automated credit-card-based payment system through third-party vendors. Social Bluebook® is only a facilitator to this transaction and doesn't touch the money that is sent by the advertiser to the creator.

Pricing

We have built Social Bluebook’s® revenue model around an assessed 12.5 percent transaction fee only for successful campaigns executed through the system. The fee is an add-on to what an advertiser pays a content creator. Creators pay nothing for using our services.

We do plan to offer a prepaid annual subscription option for those high-volume advertisers interested in paying a lower transaction fee.

We also offer a white label service for advertisers requiring hands-on assistance with executing an influencer marketing campaign. The service is offered by a team of Social Bluebook® account managers that works with both the advertisers and creators to insure a successful campaign. A member of our account management team will engage with the advertiser to help define campaign goals, requirements, and budget. With a contract in place, the account manager will contact and negotiate with the creators approved by the advertiser.  We will sign contracts with each of the interested creators to render services for the campaign promotion (i.e. upload YouTube video, Instagram photo, etc.). Upon delivery of services from the contracted creators, the advertiser will issue payment to us.  We take a 25 percent commission fee from the overall campaign budget and the remaining amount is paid out to the creators based upon the amounts negotiated in their individual contracts.

Social Media Influencer Marketing Industry

Influencer marketing is taking a leading role in how marketers create public awareness of their companies’ products and services and convert prospects into customers. The timing of our entry into the online marketplace is opportune as marketing firms are just discovering that the traditional “ad-buy” media placement of their advertising is being superseded by product placement and endorsements. This transition has been forecast for at least several decades, but the combination of technologies, mobile applications, and consumer preferences have converged to drive the promotion of products and services to social media platforms.

The shift is due to two factors:

Traditional advertising attempted to migrate to the Internet through pop-up ads and click revenue models, but by 2015 many traditional ads on the Internet were blocked by anti-advertising software. According to an industry report by Page Fair, the estimated loss of global ad revenue in 2015 due to ad-blocking software was $21.8 billion. This has advanced the opportunity for “product placement” with social media influencers to become the preferred mode of 21st Century marketing.

Social media influencers are people who create and/or distribute content via social media and the Internet and who have attracted a loyal and sizable following. Their content affects how their “followers” and “connections” perceive the world, and it influences them to take action, such as purchasing a product or service.

Social media influencer marketing is unique in that not only does the content creator develop content that allows for easy and seamless integration of the product placement/advertisement, but oftentimes consumers tune in specifically to hear/see what the influencer has to say about a particular product. This marketing technique is non-intrusive and results in a quasi-endorsement of the product or service. Influencer marketing is not about the message from the brand; it's about the passion the influencers feel for the brands they use that they convey to their followers.

In 2015, Mediakix estimated the advertising spend in influencer marketing at $500 million. Furthermore it projects the influencer marketing space to increase to $5 billion to $10 billion by 2020. Advertisers are recognizing the power and the cost-effectiveness of using social media influencer marketing over other marketing techniques. Social Bluebook Marketplace™ is the conduit through which advertisers and influencers meet, communicate and collaborate on product placement opportunities. We are harnessing the power of this new paradigm, wherein the creators’ content, demographic reach, and passion is married to the advertisers’ products or services to create a more personal, directed, and relatable marketing message for the consumer.

For advertisers, influencer marketing can be key to boosting sales and overall marketing results. Whether they are trying to build brand awareness or promote a product, utilizing creators helps to engage a specific target audience drawn in by unique, customized and engaging content.

Social Bluebook Marketplace’s™ Targeted Market

The Internet is a giant town square filled with conversations about all manner of products and services. At this point in our development, we have chosen to whittle the digital world down and focus on three key market segments: Gaming, Fashion, and Family Consumer Products. We are pinpointing advertisers that want to reach consumers interested in what these segments have to offer, described here:

To a degree, the size of the advertiser is less relevant to our business model than the need for advertisers to understand the value proposition that content creators bring to products or services in terms of market growth and/or penetration. We believe advertisers that either have discovered the value of influencer marketing only recently or are frustrated by their current marketing strategies are the best candidates for our product offering. Advertisers that just are realizing the potential value of influence marketing will find the Social Bluebook® platform an easy and affordable entry point into the new-media-dominated world. Conversely, advertisers that either have stale strategies that don’t include social media content creators or that have not achieved their goals with their current campaigns will discover that Social Bluebook’s® platform provides them with an efficient “menu” of options and guidance toward effectively realizing the success they have been seeking.

Growth Strategy

The key to our success is getting agencies and brands accustomed to Social Bluebook® as the de facto go-to standard for gaining access to the social media content creators they need for their online advertising campaigns. One of our strongest competitive advantages is the relationships we have with the creator community and our success in continuing to forge those positive relationships. We’ve built our relationships by offering services that educate the creator community on how to be responsive, respectful, and strategic in working with advertisers.

We require a marketing strategy for attracting both creators and advertisers. Up until now, we have focused our efforts on creators. As a side benefit, that has resulted in substantial awareness of and interest in Social Bluebook® within the advertising community as well.  In the near future, we plan to design a marketing plan aimed specifically at advertisers. That may include traditional marketing methods to attract the larger more established brands and agencies. We may employ tactics such as communicating with them through the print and broadcast media, direct mail, and telephone advertising.

Our strategy for attracting creators has been based in part on the marketing success our executives enjoyed with a past endeavor. They were able to attract YouTube creators to join Maker Studios, which at that time was the largest Multi-Channel Network on YouTube, because that was the home of some of the most influential YouTube creators in the world.  Creators who were just getting started flocked to Maker Studios to join the network that their favorite YouTube stars helped organize. We have the same overall messaging and marketing strategy for Social Bluebook®.  Because we have the backing and trust of the larger more influential creators, the smaller creators now trust our brand and, specifically, our valuation metrics. Key to our explosive growth has been word-of-mouth referrals within the creator community.

We employ a three pillar marketing strategy that includes digital acquisition, public relations, and customer retention.

Competition

The social media influencer community is a dynamic and rapidly expanding marketplace with companies in direct and indirect competition with us, such as IZEA. Most of our competitors appear to be focused only on outreach to brands (advertisers), offering services to help them to identify and contact creators of digital content. That contrasts with our core philosophy, “Content Creator First.” Consequently, we have built the Social Bluebook® platform to not only be easy for content creators to use, but also to give them additional information to substantiate their value. We will continue to focus on the content creator community and will provide tools to educate, connect, and encourage collaboration with advertisers and other content creators.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Overview

Our flagship product Social Bluebook® simplifies and streamlines the process of executing influencer marketing for both advertisers and online content creators. Content creators connect their social media platforms to our assessment tools, and Social Bluebook®’s proprietary algorithms calculate a suggested dollar value for each platform based upon audience reach and engagement. This provides the two parties (content creators and advertisers) to a promotion transaction with a documented basis for advertising rate negotiations.

Advertisers will have their own tool, called Social Bluebook Marketplace™ (“Marketplace”). Free to sign up, advertisers can search through the Social Bluebook® database of creators and learn what each charge (based on Social Bluebook® algorithms) for promoting products on social media. When brands and advertising agencies locate content creators on the Social Bluebook® site who are of interest to them, they then can use our portal to invite the creator to participate in their marketing campaigns.

Revenue Model

We have built a revenue model around an assessed 12.5 percent transaction fee service only for successful campaigns executed through the Social Bluebook Marketplace™ system. The fee is an add-on to what an advertiser pays a content creator. Content creators pay nothing for using our services.

We plan to offer a prepaid annual subscription option for those advertisers interested in paying a lower transaction fee.

We also offer a white label service team of campaign managers to coordinate campaigns between advertisers and creators.  It is essentially a white glove service for advertisers who require assistance and want to engage in influencer marketing. A member of our campaign management team will engage with the advertiser to define campaign goals, requirements, and budget.  With a contract in place, the campaign manager will contact and negotiate with the creators approved by the advertiser. We will sign contracts with each of the interested creators to render services for the campaign promotion (i.e. upload YouTube video, Instagram photo, etc.). Upon delivery of services from the contracted creators, the advertiser will issue payment to us. We take a 25 percent commission fee from the overall campaign budget and the remaining amount is paid out to the creators based upon the amounts negotiated in their individual contracts.

Trend Information

We believe that Social Bluebook® currently is among the fastest growing influencer marketplaces in our business sector. With a modest advertising spend the Social Bluebook® platform continues to scale. Since the date of launch, more than half of our creative content users have come back to the site to refresh and review their platform prices and analytics. June 2016 saw a 172.36% increase in user traffic from the previous month. This also equated to a 33.84% increase in the number creator social platforms registered in May 2016 versus June 2016.

More than 400 advertisers have registered for Social Bluebook Marketplace™ and can search through our database of creators and obtain their prices (values based on our algorithms) as well as other essential demographic data. Within 4 weeks of the beta release of Social Bluebook Marketplace™ 26 transactions amounting to nearly $15,000 were run through the platform.

Results of Operations

The following table depicts certain metrics that we consider to be key performance indicators for our business, for the time periods indicated:

Summary of Results

The following table summarizes the results of our operations for the first six months of June 30,

The following table summarizes the results of our operations for the periods 2014 through the first nine months of 2016:

¹ For the first unaudited nine months of 2016, ending September 30, 2016.

Fiscal Six Months Ended June 30, 2016 and 2015

Revenues

The initial revenue of $66 derived in 2016 related to initial transaction fees collected from the beta of Social Bluebook Marketplace™.

Cost of Revenues

Cost of revenues for 2016 related to the transactional cost associated with the revenue earned.

Technology and Development Expenses

Technology and development expenses relate to the cost of consultants used to design, build, and test our platform. These expenses for the six months ended June 30, 2016 increased to $143,899, or a 14% increase from the same period in 2015. Along with continued maintenance of the platform, we began the design and build out of additional features to be released in 2017.

General and Administrative Expenses

General and administrative expenses include employee compensation costs, rent expense, travel cost, and general expenses. These expenses, for six months ended June 30, 2016, decreased to $233,072, or a 7% decrease from the same period in 2015. Overall the general and administrative cost increase by approximately $8,000 which is attributable to the continued growth of the Company. This increase was offset by decline of approximately $24,000 in payroll taxes, as our officers deferred approximately 66% of their salary for the 2016 period. Deferred salary’s payroll taxes are not incurred or paid until the deferred salary is paid to the officers.

Other Expense — Interest Expense

For the six month ended June 30, 2016, interest expense increased to $21,023 due to the issuance of convertible note payable issued in during the 2016 period.

Fiscal Year Ended December 31, 2015 and January 2, 2014 (Inception) to December 31, 2014

Revenues

In 2014, we recognized no revenues. The initial revenue from 2015 of $40,000 was derived from a project we undertook to locate influencers to promote our customer’s application.

Cost of Revenues

In 2015 cost of revenues was related to our cost associated with the one-time project.

Technology and Development Expenses

Technology and development expenses relate to the cost of consultants used to design, build, and test our platform. These expenses for 2015 increased to $200,451, or a 94% increase from 2014. We began the design and build out of our platform during the end of the 2^nd quarter of 2014. The 2014 cost is approximately 50% of the cost incurred during 2015, so the increase is attributable to the longer duration of activity during 2015.

General and Administrative Expenses

General and administrative expenses includes employee compensation costs, rent expense, travel cost, and general expenses. These expenses, for 2015, increased to $627,345, or a 252% increase from 2014. This increase generally is reflective of the growth of our operations. Costs with significant increases included officers’ and employee salaries, employee benefit expense, and corporate travel expenses.

Other Expense — Interest Expense

During 2015, interest expense increased to $25,195 due to a convertible note payable issued in January 2015.

Liquidity and Capital Resources

Going Concern

Our consolidated financial statements appearing elsewhere in this Offering Circular have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2016, however, we had cash of approximately $170,000, a working capital deficit of approximately $289,000 and a stockholders’ deficit of approximately $1,252,000. We have generated minimal revenues and have incurred net losses since inception. These conditions raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern.

Since inception, our principal sources of operating funds have been cash proceeds from the issuance of a convertible note payable, sale of common stock and series A convertible preferred stock. We do not expect that our current cash on hand will fund our operations through September 30, 2017. Therefore, we will need to raise additional capital in order to meet our obligations and execute our business plan for at least the next twelve-month period thereafter. There can be no assurance that financing will be available when needed or that management will be able to obtain such financing on acceptable terms. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Convertible Notes Payable

During 2015 we completed a private placement of convertible promissory notes (“2015 Notes”) with seventeen accredited investors (“Holders”). The 2015 Notes accrue interest at a rate of 7.5% per annum and are due and payable on the second-year anniversary of the purchase date. The first of the 2015 Notes, with a principal amount of two hundred and fifty thousand dollars ($250,000), becomes due and payable on December 24, 2016; the second of the 2015 Notes, with a principal balance of nine thousand one hundred sixty-seven dollars ($9,167), becomes due and payable on January 23, 2017, and the remaining 2015 Notes become due and payable ranging from July, 2017 through February 2018.

In the event that we issue and sell shares of the Company’s equity securities (“Equity Securities”) to investors (the “Investors”) on or before the date of the repayment in full of the 2015 Notes in an equity financing resulting in gross proceeds to us of at least one million dollars ($1,000,000) (not including the conversion of the 2015 Notes), then the outstanding principal amount of the 2015 Notes, together with all unpaid accrued interest thereon, shall automatically convert in whole without any action by the Holders into such Equity Securities at a conversion price equal to eighty percent (80.0%) of the per-share price paid by the Investors for such Equity Securities and otherwise on the same terms and conditions applicable to the Investors. “Equity Securities” means shares of preferred stock.

In the event that we consummate a change of control of the Company prior to the conversion or repayment in full of the 2015 Notes, the Holders, may elect either to: (i) require that we pay the Holders in cash an aggregate amount equal to the sum of (A) one-and-one-half times (1.5x) the aggregate principal amount of the 2015 Notes then-outstanding, and (B) all unpaid accrued interest thereon; or (ii) convert the aggregate principal amount of the 2015 Notes then-outstanding, together with all unpaid accrued interest thereon, into shares of our common stock at a conversion price equal to the quotient of eight million dollars ($8,000,000) (“Change of Control Valuation Cap”) divided by the aggregate number of outstanding shares of our common stock as of immediately prior to such change of control (assuming full conversion or exercise of all options, warrants and other convertible and exercisable securities then outstanding other than the 2015 Notes).

In the event that neither of the two above occurs prior to the maturity date, then the Holders, in their sole option and upon written notice may, effective as of the maturity date, elect either to: (i) allow the 2015 Notes to remain outstanding, with interest continuing to accrue; or (ii) convert the then-outstanding principal amount and any unpaid accrued interest thereon into shares of our common stock at a conversion price equal to the quotient of four million dollars ($4,000,000) (“Voluntary Conversion Valuation Cap”) divided by the aggregate number of shares of our common stock outstanding at such time (assuming full conversion or exercise of all options, warrants and other convertible and exercisable securities then outstanding other than the 2015 Notes) plus any unallocated shares under our equity incentive plan (the “Equity Plan”).

During 2016, we completed a private placement of convertible promissory notes (“2016 Notes”) with eleven accredited investors. The 2016 Notes differ from the 2015 Notes in the following respects: (i) they become due and payable between April and December 2018; (ii) in the event that we issue and sell shares of the Company’s Equity Securities to Investors on or before the date of the repayment in full of the 2016 Notes in an equity financing resulting in gross proceeds to us of at least one million dollars ($1,000,000) (not including the conversion of the 2016 Notes), then the outstanding principal amount of the 2016 Notes, together with all unpaid accrued interest thereon, shall automatically convert in whole without any action by the Holders into such Equity Securities at a conversion price equal to the lesser of (i) eighty percent (80.0%) of the per-share price paid by the Investors for such Equity Securities, or (ii) the price equal to the quotient of ten million dollars ($10,000,000.00) divided by the aggregate number of outstanding shares of common stock of the Company as of immediately prior to the initial closing of the qualified financing (assuming full conversion or exercise of all options, warrants and other convertible and exercisable securities then outstanding other than the Notes), and in each case, otherwise on the same terms and conditions applicable to the Investors. ; and (iii) the Change of Control Valuation Cap is ten million dollars ($10,000,000); and the Voluntary Valuation Cap is eight million dollars ($8,000,000).

In the event that Holders elect to allow the Notes to remain outstanding after the maturity date, the Holders may, at any time after the maturity date, elect to convert the outstanding principal amount and any unpaid accrued interest thereon into shares of our common stock at a conversion price equal to the quotient of four million dollars ($4,000,000) divided by the aggregate number of shares of our common stock outstanding at the time of such notice (assuming full conversion or exercise of all options, warrants and other convertible and exercisable securities then outstanding other than the Notes, plus any unallocated shares under the Equity Plan).

In the event the Holders do not make a timely election pursuant to this provision, the Notes shall remain outstanding, with interest continuing to accrue as provided under the Notes. Notwithstanding the foregoing, to the extent we consummate an equity financing transaction after a Holder has converted the then-outstanding principal amount and any unpaid accrued interest thereon into shares of our common stock, the Holder shall, at the time of such post-conversion financing, have the right to exchange such shares of our common stock into the same class or series of securities issued in the post-conversion financing (and on the same terms and conditions as such post-conversion financing), based on the then-outstanding principal amount and accrued and unpaid interest under the Notes at the time of the conversion of such amounts into shares of our common stock.

We have evaluated the Notes and conversion features in accordance with ASC 815-40 and determined that the embedded conversion features are not considered to be derivative liabilities.

Credit Facilities

Currently, we do not have any credit facilities with lending institutions, nor other access to bank credit.

Capital Expenditures

We have no contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment and software necessary to conduct our operations on an as needed basis.

Contractual Obligations, Commitments and Contingencies

We do not have any material ongoing contracts that extend beyond a one-year period or which are not cancellable sooner. We lease our current office space on a month-to-month basis. We have no material contingent obligations.

Material Weaknesses

In connection with the audits of our financial statements for the years ended December 31, 2015 and the prior period ended December 31, 2014 (inception year), our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses relate to the absence of internal accounting personnel with the ability to properly account for complex transactions and a lack of separation of duties between accounting and other functions.

We hired a consulting firm to advise on technical issues related to United States Generally Accepted Accounting Principles as related to the maintenance of our accounting books and records and the preparation of our financial statements. Although we are aware of the risks associated with not having dedicated accounting personnel, we also are at an early stage in the development of our business. We anticipate expanding our accounting functions with dedicated staff, and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvement with additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessary improvements whenever they may be required.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Chadwick Sahley, Founder and Chief Executive Officer

Chad has served as Chief Executive Officer and one of our directors since the Company’s inception. Chad started his first Company out of his garage, Hieroglyphic Productions. Over the next 10 years he built that company to become one of Disney’s largest vendors producing branded content for shows like Hannah Montana, Wizards of Waverly Place and Take Two with Phineas & Ferb. He also directed many A-list celebrities including Taylor Swift, Miley Cyrus, Ben Stiller, Muhammad Ali, and Michael J. Fox.

In 2007 he became one of the early adopters on YouTube, launching an original show that quickly became one of the top comedy channels. He loved this new space for many reasons, but mostly because it leveled the playing field for people who simply wanted to create content without playing the “Hollywood” game. YouTube was also the place where he became fast friends with some of the top content creators.

In 2012, Hieroglyphic Productions was acquired by Maker Studios where Chad served as Vice President of Production, helping to build the company before it was sold two years later to Disney for $650 Million.

Samuel Michie, Founder, President and Chief Operating Officer

Sam has served as our President and Chief Operating Officer since the Company’s inception. Sam currently sits on the Company’s board of directors.

Well balanced with experience in sales, business development, and operations management, Sam is a proven business leader. Prior to co-founding Social Bluebook®, Sam played an integral role in company operations for the world's largest YouTube multi-channel network, Maker Studios (2012-2013). He worked on various strategic initiatives including successfully implementing budget-tracking software across seven internal production departments (110+ people) to provide internal and external production cost analytics. Previous to Maker, Sam worked in business development and sales for Adaptive Computing (2009-2012). While at Adaptive, Sam managed a multi-million-dollar sales territory across various verticals such as Oil and Gas, Entertainment, Higher Education, and Software Services. In 2012, Sam broke all company records by reaching his yearly sales quota within the first fiscal quarter.

Matthew Smith, Chief Technology Officer

Matt has served as Chief Technology Officer since March, 2015.

Matt has spent the last decade+ working with software design, development and testing teams around the globe. He’s served in various IT executive and significant roles including CTO at 1800Accountant (2014-2015), VP Operations at Vocalocity (2006-2012), and Technical Manager at AOL, Inc (2004-2006). He’s also provided consulting services to companies who are looking to expand their development teams with offshore resources. He has helped companies find resources to handle UX/UI Design, Programming (any modern language or framework), Database Administration, QA Testing and Linux DevOps. Whether it's spinning up a new product team or simply staff augmentation, he has helped companies set up outsourcing relationships for all aspects of the software development lifecycle. Prior to the 2008 financial crisis, Matt held VP of Product and VP of Technology positions and managed a globally distributed Software Design, Development & QA Team of 30+ who built our dial tone and web platform.

Steve Heineman, Director -

A committed, result-oriented, energetic, and principled leader with over a quarter century of public and a decade worth of private enterprise experience. After a meritorious career in Law Enforcement, Steve has returned to his entrepreneurial and philanthropic roots. Steve takes great pride in the level of respect achieved and leadership shown in his personal and professional life. Steve is known for his ability to motivate people, develop partnerships, and build the collaborative trust necessary to achieve organizational success.

Casey Lavere Butler, Director-

Casey is a professional YouTube video blogger. Since beginning on YouTube in 2009, Casey has quickly grown his viewing audience to over 625,000 subscribers. He has a Youtube channel called caseylavere, where he publishes daily vlogs of his family. Aside from his vlog channel, Casey also has a channel called Hushin where he posts How-to Videos about hunting and cooking game (meat). He turned the word vlog, meaning video blog, into an acronym that stands for Video's Love Outgoing Guys. Casey carries many years experience as an influential content creator and understands the pain points and needs of a content creator.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal years ended December 31, 2015, we compensated our three highest paid executive officers as follows:

We anticipate that the salaries for the positions identified above will be $200,000 for the Chief Executive Officer, $175,000 for the President and $200,000 for the Chief Technology Officer.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

We rent office space on a month-to-month term from Mr. Sahley, a founding shareholder. During 2014, 2015 and 2016, the Company paid the shareholder approximately $7,000, $16,000 and $[        ], respectively.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table and accompanying footnotes set forth information as of September 30, 2016, with respect to the beneficial ownership of our common stock by (1) each individual or entity known to own beneficially more than 10% of our common stock and (2) all of our executive officers and directors, as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of the security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be acquired this way are deemed to be outstanding for purposes of computing a person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities to which that person has no economic interest.

As of September 30, 2016, there were 5,208,956 shares of our common stock outstanding. Shares subject to option grants that have vested or options and restricted stock unit grants that will vest within 60 days are deemed outstanding for calculating the percentage ownership of the person holding the options or restricted stock units, but are not deemed outstanding for calculating the percentage ownership of any other person.

(1)    Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power for the indicated shares of common stock. Unless otherwise noted, the address for each beneficial owner listed below is c/o New Media Trader, Inc., 31563 Lindero Canyon Road, Unit 2, Westlake Village, California 91361.

SECURITIES OF THE COMPANY AND SECURITIES BEING OFFERED

We are offering Series A-1 Preferred Stock to investors in this offering. The following is a description of our Series A-1 Preferred Stock, Series A Preferred Stock and common stock.

Series A-1 Preferred Stock

General

We are offering our Series A-1 Preferred Stock at a price of $3.0029 per share (the “Series A-1 Original Issue Price”) in this offering. The rights, preferences and privileges of the Series A-1 Preferred Stock are as described below.

Dividend Rights

Holders of our Series A-1 Preferred Stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Right to Receive Liquidation Distributions

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or any Deemed Liquidation Event (i.e., a merger or consolidation of the Company with or into another company or the sale of substantially all of the assets of the Company to another company), before any payment shall be made to the holders of common stock, the holders of shares of Series A-1 Preferred Stock will be entitled to receive, prior and in preference to holders of common stock an amount per share equal to the greater of (a) the Series A-1 Original Issue Price, plus any unpaid dividends, or (b) such amount per share as would have been payable had all shares of Series A-1 Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event. The "Series A-1 Original Issue Price" shall mean $3.0029 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Series A and Series A-1 Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.

Voting Rights

The Series A-1 Preferred Stock is non-voting except as required under law. Generally, this means that the holders of Series A-1 Preferred Stock may vote if any proposed amendment to the powers, preferences or special rights of the Series A-1 Preferred Stock would affect the holders of the Series A-1 Preferred Stock adversely, but will not adversely affect the other series of Preferred Stock. The holders of Series A-1 Preferred Stock are subject to a drag-along provision as set forth in the Subscription Agreement, pursuant to which each holder of Series A-1 Preferred Stock agrees that, in the event the Company’s Board and the holders of a majority of the Company’s voting stock vote in favor of a sale of the Company, then such holder of Series A-1 Preferred Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the Company, and deliver any documentation or take other actions reasonably required, amongst other covenants.

Conversion

Voluntary Conversion Rights. Each share of Series A-1 Preferred Stock is convertible, at the option of the holder, into common stock at an initial conversion rate of one-to-one. The conversion rate is subject to adjustment as provided in the Company’s Restated Certificate of Incorporation. In the event of a liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event ((i.e., a merger or consolidation of the Company with or into another company or the sale of substantially all of the assets of the Company to another company), the conversion rights will terminate.

Automatic Conversion. Upon either (a) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, at the time of such vote or consent, voting as a single class on an as-converted basis, all outstanding shares of Series A-1 Preferred Stock will automatically convert into shares of common stock.

Series A Preferred Stock

General

During the third quarter of 2014, we completed a private placement for the issuance of our Series A Preferred Stock. We issued 2,138,078 shares for total proceeds of $563,200. Our Series A Preferred Stock was issued at a price of $0.2634 (the “Original Issue Price”). The rights, preferences and privileges of the Series A Preferred Stock are as described below.

Dividend Rights

Holders of our Series A Preferred Stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a non-cumulative dividend on each outstanding share of Series A Preferred Stock accruing at an annual rate in an amount at least equal to the product of (i) three percent (3.0%), and (ii) the Series A Original Issue Price (as defined below). The "Series A Original Issue Price" shall mean $0.2634 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

Right to Receive Liquidation Distributions

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or any Deemed Liquidation Event (i.e., a merger or consolidation of the Company with or into another company or the sale of substantially all of the assets of the Company to another company), before any payment shall be made to the holders of common stock, the holders of shares of Series A Preferred Stock will be entitled to receive, prior and in preference to holder of common stock an amount per share equal to the greater of (a) the Series A Original Issue Price, plus any unpaid dividends, or (b) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Series A Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.

Voting Rights

On any matter presented to our stockholders at any stockholders’ meeting (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provision of the Company’s Restated Certificate of Incorporation, holders of Series A Preferred Stock shall vote together with the holders of common stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock.

The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Company (the "Series A Director"), and the holders of record of the shares of common stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Company. Any director elected may be removed with or without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. The rights of the holders of the Series A Preferred Stock to elect a director shall terminate on the first date on which there are issued and outstanding less than 200,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series A Preferred Stock).

Conversion

Voluntary Conversion Rights. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The "Series A Conversion Price" shall initially be equal to the Original Issue Price. The initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of common stock, is subject to adjustment as provided in the Company’s Restated Certificate of Incorporation. In the event of a liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event (i.e., a merger or consolidation of the Company with or into another company or the sale of substantially all of the assets of the Company to another company), the conversion rights will terminate.

Automatic Conversion. Upon either (a) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, at the time of such vote or consent, voting as a single class on an as-converted basis all outstanding shares of Series A Preferred Stock will automatically convert into shares of common stock.

Protective Provisions

At any time when at least 200,000 shares of the initial Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series A Preferred Stock) are outstanding, the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Company’s Restated Certificate of Incorporation) the written consent or affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting, or voting (as the case may be) separately as a single class:

Holders of our Series A Preferred Stock have a right of co-sale and a right of first refusal to purchase shares in new securities the Company may propose to sell after the date of that agreement. The right of first refusal in the agreement will end if the Company makes an initial public offering.

Common Stock

On January 2, 2014, we issued to the founders 4,000,000 shares of the Company’s common stock for $400. From January 2, 2014 to December 31, 2014, we issued 634,459 shares of common stock for $140,752 to accredited investors. On May 14, 2015, we issued to the founders 159,848 shares of common stock for services rendered. The shares were valued at $15,186, the then fair market value of the Company’s common stock.

Holders of our common stock are entitled:

Our ability to pay dividends on our common stock is subject to the restrictions set forth in our existing debt agreements and which may be limited by the agreements governing other indebtedness we or our subsidiary incur in the future. See “Dividend Policy.”

The holders of our common stock do not have any preemptive, subscription, conversion, redemption or sinking fund rights. The common stock is not subject to future calls or assessments by us. The rights and privileges of the holders of our common stock are subject to any series of preferred stock that we may issue in the future.

There is no public market for our common stock.

PLAN OF DISTRIBUTION

We are offering up to 4,000,000 shares of Series A-1 Preferred Stock, as described in this offering circular. The securities are being sold in all states. We intend to sell our Series A-1 Preferred Stock through our officers, who will not receive any additional compensation for their selling efforts. We may engage a placement agent, who would be a member of the Financial Industry Regulatory Authority (FINRA) and registered with the U.S Securities and Exchange Commission as a broker or dealer. We expect that the amount of expenses, other than commissions, of the offering that it will pay will be approximately $240,000, not including state filing fees.

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion. We are conducting this offering on a best-efforts basis without any minimum target. We may undertake one or more closings on a “rolling” basis. After each closing, funds tendered by investors will be available to the Company. Upon closing, funds tendered by investors will be made available to us for our use.

In order to invest you will be required to subscribe to the Offering and agree to the terms of the Offering, Subscription Agreement, and any other relevant exhibit attached thereto. We may be required to rely on pursuing private financing options in order to continue operations if it takes some time for us to raise funds in this Offering.

New Media Trader, Inc.

Financial Statements

December 31, 2015 and 2014

NEW MEDIA TRADER, INC.

Table of Contents

NEW MEDIA TRADER, INC.

Condensed Balance Sheets

(The accompanying notes are an integral part of these financial statements)

NEW MEDIA TRADER, INC

Unaudited Condensed Statement of Operations

For the Six Months Ended June 30,