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EX-21 - BOLDFACE GROUP, INC. | v205052_ex21.htm |
EX-31.1 - BOLDFACE GROUP, INC. | v205052_ex31-1.htm |
EX-32.1 - BOLDFACE GROUP, INC. | v205052_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the fiscal year
ended: September
30, 2010
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from _______ to _______
Commission
File Number: 333-148722
MAX
CASH MEDIA, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
02-0811868
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification No.)
|
50
Brompton Road, Apt. 1X
Great
Neck, NY 11021
(Address
of principal executive offices)
(646)
303-6840
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes x
No ¨
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes ¨
No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. See the
definitions of the “large accelerated filer,” “accelerate filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ¨
|
Accelerated
Filer ¨
|
Non-Accelerated
Filer ¨
|
Smaller
reporting company x
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No ¨
As of
December 10, 2010 there were 6,370,000 shares of the registrant’s common stock,
par value $0.001, issued and outstanding. Of these, 1,370,000 shares
were held by non-affiliates of the registrant. The aggregate market
value of the voting and non-voting common equity held by non-affiliates was $0
as the registrant’s stock did not then and does not presently
trade.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The
listed documents should be clearly described for identification
purposes. Not
Applicable.
TABLE
OF CONTENTS
Item
Number and Caption
|
Page
|
||
Forward-Looking
Statements
|
3
|
||
PART
I
|
4
|
||
1.
|
Business
|
4
|
|
1A.
|
Risk
Factors
|
4
|
|
1B.
|
Unresolved
Staff Comments
|
5
|
|
2.
|
Properties
|
5
|
|
3.
|
Legal
Proceedings
|
5
|
|
4.
|
[Removed
and Reserved]
|
||
PART
II
|
5
|
||
5.
|
Market
For Registrant’s Common Equity, Related Stockholder Matters And Issuer
Purchases
Of Equity Securities
|
5
|
|
6.
|
Selected
Financial Data
|
6
|
|
7
|
Management's Discission and Analysis of Financial Condition and Results of Operations |
6
|
|
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
10
|
|
8.
|
Financial
Statements and Supplemental Data
|
10
|
|
9.
|
Changes In And
Disagreements With Accountants On Accounting And Financial Disclosure
|
10
|
|
9A.
|
Controls
And Procedures
|
10
|
|
9B.
|
Other
Information
|
11
|
|
PART
III
|
12
|
||
10.
|
Directors,
Executive Officers, and Corporate Governance
|
12
|
|
11.
|
Executive
Compensation
|
14
|
|
12.
|
Security Ownership
Of Certain Beneficial Owners And Management And Related Stockholder
Matters
|
15
|
|
13.
|
Certain
Relationships And Related Transactions, and Director
Independence
|
16
|
|
14.
|
Principal
Accountant Fees And Services
|
17
|
|
PART
IV
|
18
|
||
15.
|
Exhibits
And Financial Statement Schedules
|
18
|
2
FORWARD-LOOKING
STATEMENTS
Except
for historical information, this report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses. Such
forward-looking statements include, among others, those statements including the
words “expects,” “anticipates,” “intends,” “believes” and similar
language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause
or contribute to such differences include, but are not limited to, those
discussed in the sections “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.” You should carefully review the risks described in this
Annual Report and in other documents we file from time to time with the
Securities and Exchange Commission (the “SEC”). You are cautioned not
to place undue reliance on the forward-looking statements, which speak only as
of the date of this report. We undertake no obligation to publicly
release any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.
Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.
All
references in this Form 10-K to the “Company,” “MXCS,” “we,” “us” or “our” are
to Max Cash Media, Inc.
3
PART
I
ITEM
1.
|
BUSINESS
|
General
We were
incorporated in the State of Nevada on July 9, 2007, with the intention of
acquiring and marketing intellectual properties within the entertainment
industry. We conducted minimal operations in this line of business
and have since decided to discontinue operations in this area. We are
presently inactive, but we are looking at ventures of merit for corporate
participation as means of enhancing shareholder value. This may
involve sales of our equity or debt securities in merger or acquisition
transactions.
Patents,
Trademarks and Licenses
We do not
presently own any patents, trademarks, copyrights or other forms of intellectual
property.
Research
and Development
We have
not performed any research and development since our inception.
Employees
As of
December 10, 2010, we have two employees, who devote minimal time to Company
matters.
Loans
On July
29, 2009, the Company issued a convertible promissory note in the amount of
$50,000 bearing interest at a rate of 9% per annum. Subject to prior
conversion, interest and principal are due on the note on January 28,
2011. The terms of conversion have not been determined but will be
mutually determined by us and the holder.
On May
10, 2010, the Company issued a promissory note in the amount of $65,000 due
November 9, 2011 and bearing interest at a rate of 10% per annum.
Change
of Control
Not
Applicable.
ITEM
1A.
|
RISK
FACTORS
|
Not
Applicable.
4
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
Not
Applicable.
ITEM
2.
|
PROPERTIES
|
Our
principal executive office is located at 50 Brompton Road, Apt. 1X, Great Neck,
NY 11021. The office is provided to us on a rent free basis by our
Chief Executive Officer, Noah Levinson.
ITEM
3.
|
LEGAL
PROCEEDINGS
|
In the
ordinary course of our business, we may from time to time become subject to
routine litigation or administrative proceedings which are incidental to our
business. Currently we are not aware of any litigation pending or
threatened by or against our Company.
PART
II
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
Market
Information
Our
common stock has been approved to be quoted on the OTC Bulletin Board under the
symbol “MXCS.OB”. However, to date there has been no trading market
for our common stock.
The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no
control. In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.
As of
December 10, 2009, we had 10 shareholders of record of our common
stock.
Dividends
Since
inception we have not paid any dividends on our common stock. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock. Although we intend to retain our earnings, if
any, to finance the exploration and growth of our business, our Board of
Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
financial condition and other factors, which our Board of Directors may deem
relevant.
Recent
Sales of Unregistered Equity Securities
During
the fiscal year ended September 30, 2010, we issued no equity
securities.
5
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
Not
applicable.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Much of
the discussion in this Item is “forward looking.” Actual operations
and results may materially differ from present plans and projections due to
changes in economic conditions, new business opportunities, changed business
conditions, and other developments. Other factors that could cause
results to differ materially are described in our filings with the
SEC.
The
following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to, general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.
Readers
are cautioned not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-K to be accurate as of the date
hereof. Changes may occur after that date. We will not
update that information except as required by law in the normal course of our
public disclosure practices.
Additionally,
the following discussion regarding our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes contained in Item 8 of Part II of this Form 10-K.
Plan
of Operation
We were
formed to engage in the acquisition and marketing of intellectual properties
within the entertainment business. We conducted minimal operations in
this line of business and have since decided to discontinue operations in this
area. We are presently inactive, but we are looking at ventures of
merit for corporate participation as means of enhancing shareholder
value. This may involve sales of our equity or debt securities in
merger or acquisition transactions.
6
We have
minimal operating costs and expenses at the present time due to our limited
business activities. We anticipate that our operational and general
and administrative expenses for the next 12 months will total approximately
$50,000. We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future. We
do not anticipate the purchase or sale of any significant
equipment. We also do not expect any significant additions to the
number of employees. The foregoing represents our best estimate of
our cash needs based on current planning and business conditions. The
exact allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and our progress with the execution of our business plan. We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our
auditors have raised substantial doubt about our ability to continue as a going
concern.
Results
of Operations
We have
conducted no material operations during the year ended September 30, 2010 and do
not have any present operations.
Revenues
We have
had no revenues since our inception.
Expenses
We
incurred operating expenses of $83,800 for the fiscal year ended September 30,
2010, compared to operating expenses of $39,941 for the fiscal year ended
September 30, 2009. The increase in operating expenses for the fiscal
year ended September 30, 2010 was mainly due to increased professional fees
related to the preparation and filing of our periodic reports with the
Securities and Exchange Commission. Expenses for the fiscal year
ended September 30, 2010 were comprised of $70,093 in professional fees and
$13,707 in general and administrative expenses.
The
operating expenses for the period from July 9, 2007 (date of inception) through
September 30, 2010 amounted to $269,099 primarily due to the factors discussed
above, offset by net interest income of $886 and net interest expense of
$7,824. We have not generated any operating revenues since
inception. We anticipate that we will not generate any operating
revenues until we are able to raise additional capital for funding our
operations.
The main
components of our operating expenses during the fiscal year ended September 30,
2010 and 2009, and for the period from July 9, 2007 (date of inception) through
September 30, 2010 were as follows:
Fiscal Year
Ended
September 30,
2010
|
Fiscal Year
Ended
September 30,
2009
|
For the Period
from
July 9, 2007
(inception)
through
September 30,
2010
|
||||||||||
Professional
fees
|
$ | 70,093 | $ | 29,326 | $ | 225,927 | ||||||
General
and administrative expenses
|
$ | 13,707 | $ | 10,615 | $ | 43,172 |
7
Net Loss
We
incurred net loss in the amount of $90,826 for the fiscal ended September 30,
2010, as compared to net loss of $40,718 for the fiscal ended September 30,
2009. Net loss for the period from July 9, 2007 (date of inception)
through September 30, 2010 was $276,037.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is
subject to attaining adequate revenue. We cannot assure investors
that additional financing will be available. In the absence of
additional financing, we may be unable to proceed with our plan of
operations.
Interest
income was $21 for the fiscal year ended September 30, 2010, as compared to
interest income of $0 for the fiscal year ended September 30,
2009. The increase in interest income for the fiscal year ended
September 30, 2010 was mainly due to higher average cash balances held in bank
deposits. Interest expense was $7,047 during the fiscal year ended
September 30, 2010, as compared to $777 during the fiscal year ended September
30, 2009. Interest expense during the fiscal year ended September 30,
2010 consisted mainly of interest on a convertible note in the principal amount
of $50,000 issued by the Company in July 2009 and a promissory note in the
amount of $65,000 issued by the Company in May 2010. Net interest
expense for the period from July 9, 2007 (date of inception) through September
30, 2010 amounted to $6,938.
Liquidity
and Capital Resources
The
report of our auditors on our audited financial statements for the fiscal year
ended September 30, 2010 contains a going concern qualification as we have
suffered losses since our inception. We have minimal assets and have
achieved no operative revenues since our inception. As of September
30, 2010 and 2009, we had cash of $11,410 and $22,545 and current liabilities of
$67,054 and $4,963, respectively. Unless and until we commence
material operations and achieve material revenues, we will remain dependent on
financings to continue our operations.
Since our
inception, we have been financed primarily by loans and sales of our common
stock. From July 9, 2007 (inception) through September 30, 2010, we
raised $137,000 from sales of shares of common stock. In July 2009,
we issued a convertible promissory note in the principal amount of $50,000, and
in May 2010, we issued a promissory note in the amount of
$65,000. The total net funds raised from financing activities of
$252,000 since inception through September 30, 2010 have been used principally
as follows: (a) $225,927 in professional fees in connection with the filing of a
registration statement and our financial reporting requirements and (b) $43,172
in general and administrative expenses. At September 30, 2010, we had
available cash balances of $11,410 which are held in the interest bearing bank
accounts.
As
reflected in the accompanying financial statements, we are in the development
stage with no operations, used cash in operations of $240,590 from inception,
and have a net loss since inception of $276,037. This raises substantial doubt
about our ability to continue as a going concern. Our ability to continue as a
going concern is dependent on our ability to raise additional capital and
implement our business plan. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.
8
We
anticipate that our operational and general and administrative expenses for the
next 12 months will total approximately $50,000. We do not currently engage in
any product research and development and have no plans to do so in the
foreseeable future. We do not anticipate the purchase or sale of any
significant equipment. We also do not expect any significant additions to the
number of employees. The foregoing represents our best estimate of our cash
needs based on current planning and business conditions. The exact allocation,
purposes and timing of any monies raised in subsequent private financings may
vary significantly depending upon the exact amount of funds raised and our
progress with the execution of our business plan. We anticipate that depending
on market conditions and our plan of operations, we may incur operating losses
in the foreseeable future. Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern.
We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our brief history and historical operating losses,
our operations have not been a source of liquidity. We believe that, at our
current level of operation, we do not have sufficient cash to meet our expenses
for the next twelve months. We expect that we will need to obtain
additional capital in order to meet our operational needs, execute our business
plan, build our operations and become profitable. In order to obtain capital, we
may need to sell additional shares of our common stock or debt securities, or
borrow funds from private lenders or banking institutions. We have not made any
decisions with respect to any such financing. There can be no
assurance that we will be successful in obtaining additional funding in amounts
or on terms acceptable to us, if at all. If we are unable to raise
additional funding as necessary, we may have to suspend our operations
temporarily or cease operations entirely.
Critical
Accounting Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our
financial condition and results of operations, we view certain of these policies
as critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
9
Off
Balance Sheet Transactions
None.
Contractual
Obligations
Not
applicable.
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET
RISK
|
Not
applicable.
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
|
Our
audited financial statements are included beginning immediately following the
signature page to this report. See Item 15 for a list of the
financial statements included herein.
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
Not
applicable.
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Our Disclosure Controls
Under the
supervision and with the participation of our senior management, including our
chief executive officer and chief financial officer, we conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the
period covered by this annual report (the “Evaluation Date”). Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to us required to be disclosed
in our SEC reports (i) is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
10
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. With the participation of our chief executive and
financial officer, our management conducted an evaluation of the effectiveness
of our internal control over financial reporting as of September 30, 2010 based
on the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control – Integrated
Framework. Based upon such evaluation, our management concluded that
we did maintain effective internal control over financial reporting as of
September 30, 2010 based on the COSO framework criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to rules of the SEC that permit us to
provide only management’s report in this annual report.
Officers’
Certifications
Appearing
as exhibits to this Annual Report are “Certifications” of our principal
executive officer and principal financial officer. The Certifications
are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the
“Section 302 Certifications”). This section of the Annual Report
contains information concerning the Controls Evaluation referred to in the
Section 302 Certification. This information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting that
occurred during the year ended September 30, 2010 that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.
ITEM
9B.
|
OTHER
INFORMATION
|
Not
Applicable.
11
PART
III
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
Executive
Officers, Directors and Key Employees
Directors
serve until the next annual meeting of the stockholders, until their successors
are elected or appointed and qualified, or until their prior resignation or
removal. Officers serve for such terms as determined by our Board of
Directors. Each officer holds office until such officer’s successor
is elected or appointed and qualified or until such officer’s earlier
resignation or removal. No family relationships exist between any of
our present directors and officers.
The
following table sets forth certain information, as of December 10, 2010, with
respect to our officers and directors:
Name
|
Positions Held
|
Age
|
Date of Election
or Appointment
as Director
|
|||
Noah
Levinson
|
Chief
Executive and Financial Officer,
President,
Treasurer and Director
|
38
|
July
9, 2007
|
|||
Irv
Pyun
|
|
Secretary
and Director
|
|
54
|
|
July
9,
2007
|
Noah
Levinson
Noah
Levinson has been Senior Loan Consultant/Production Coordinator at Kazmi
National Finance Company since December 2008. He was Vice President
and Operations Manager for Refinance.com, a privately held mortgage bank in New
York, from January 2003 to November 2008. Previous to the mortgage
business, Mr. Levinson worked extensively in the entertainment
industry. His first job out of college was at EMI Records doing dance
music promotion. Mr. Levinson then served as a personal assistant to
actor Danny DeVito in Los Angeles, and cultivated many relationships in the
field. After two years in California and following several consulting
positions, Mr. Levinson created his own boutique public relations firm, Citiwide
Media Inc., and handled events for such clients as New Line Cinema, Sundance
Channel, and the Raul Julia Ending Hunger Fund.
Irv
Pyun
Irv Pyun
has been owner and CEO of Benefit Solutions Group, Inc., an employee benefits
brokerage/consulting firm in Raleigh, NC, since 1995. Mr. Pyun
attended Brown University and has over 27 years of experience evaluating group
insurance plans. He was an officer and manager of the Group
Underwriting Department with The Prudential Insurance Company of America and was
responsible for underwriting group accounts ranging from 100 to 20,000
employees. He is familiar with various funding mechanisms for all
types of benefit plans whether they are fully insured, partially self-insured,
or self-insured. As an independent brokerage consultant, he has been
advising employers on their employee benefit programs for more than 22 years,
and served as Chairman of the Select Committee on Health Care for the City of
Raleigh.
12
Employment
Agreements
We do not
have any employment agreement or arrangement with any of our
employees.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our Board of Directors and hold
office until removed by the board.
Audit
Committee
We do not
have a standing audit committee, an audit committee financial expert, or any
committee or person performing a similar function. We currently have
limited working capital and no revenues. Management does not believe
that it would be in our best interests at this time to retain independent
directors to sit on an audit committee. If we are able to raise
sufficient financing in the future, then we will likely seek out and retain
independent directors and form an audit committee, a compensation committee and
other applicable committees.
Board
of Directors
Neither
of our directors is an independent director. There are no agreements
with respect to the election of directors. We have not compensated our directors
for service on our Board of Directors, any committee thereof, or reimbursed for
expenses incurred for attendance at meetings of our Board of Directors and/or
any committee of our Board of Directors. Our Board of Directors may
designate from among its members an executive committee and one or more other
committees but has not done so to date. We do not have a nominating
committee or a nominating committee charter. Further, we do not have
a policy with regard to the consideration of any director candidates recommended
by security holders. To date this has not been a problem as no
security holders have made any such recommendations. Our directors
perform all functions that would otherwise be performed by
committees. Given the present size of our board it is not practical
for us to have committees. If we are able to grow our business and
increase our operations we intend to expand the size of our board and allocate
responsibilities accordingly.
Corporate
Governance
We are a
shell corporation which has yet to achieve operating revenues. Noah
Levinson serves as our Chief Executive and Financial Officer, President,
Treasurer and Director, and Irv Pyun serves as our Secretary and
Director. We believe that our present management structure is
appropriate for a company of our size and state of development.
13
Our Board
of Directors is actively involved in our risk oversight function and
collectively undertakes our risk oversight function. This review of
our risk tolerances includes, but is not limited to, financial, legal and
operational risks and other risks concerning our reputation and ethical
standards.
Given our
size, we do not have a nominating committee or a diversity
policy. Our entire Board of Directors monitors and assesses the need
for and qualifications of additional directors. We may adopt a
diversity policy in the future in connection with our anticipated
growth.
Compliance
with Section 16(a) of the Exchange Act
Our
common stock is not registered pursuant to Section 12 of the Exchange
Act. Accordingly, our officers, directors and principal shareholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.
Code
of Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
A copy of
our Code of Ethics will be provided to any person requesting same without
charge. To request a copy of our Code of Ethics, please make written
request to our President c/o Max Cash Media, Inc. at 50 Brompton Road, Apt. 1X,
Great Neck, NY 11021.
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
The
following table sets forth information concerning the total compensation paid or
accrued by us during the two fiscal years ended September 30, 2010 and 2009 to
(i) all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended September 30,
2010; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
September 30, 2010; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended September 30, 2010 that
received annual compensation during the fiscal year ended September 30, 2010 in
excess of $100,000.
14
Summary
Compensation Table
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compen-
sation ($)
|
Change in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
|
All
Other
Compen-
sation ($)
|
Total
($)
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
Noah
Levinson,
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Chief
Executive Officer & Director
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Irv
Pyun,
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Secretary
& Director
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have
not issued any stock options or maintained any stock option or other incentive
plans since our inception. We have no plans in place and have never maintained
any plans that provide for the payment of retirement benefits or benefits that
will be paid primarily following retirement including, but not limited to, tax
qualified deferred benefit plans, supplemental executive retirement plans,
tax-qualified deferred contribution plans and nonqualified deferred contribution
plans. Similarly, we have no contracts, agreements, plans or arrangements,
whether written or unwritten, that provide for payments to the named executive
officers or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.
Compensation
of Directors
None of
our directors receives any compensation for serving as such, for serving on
committees of the board of directors or for special assignments. During the
fiscal year ended September 30, 2010, there were no other arrangements between
us and our directors that resulted in our making payments to any of our
directors for any services provided to us by them as directors.
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of December 10, 2010 by:
|
·
|
each
person or entity known by us to be the beneficial owner of more than 5% of
our common stock;
|
|
·
|
each
of our directors;
|
15
|
·
|
each
of our executive officers; and
|
|
·
|
all
of our directors and executive officers as a
group.
|
The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on such date and all shares of our common stock issuable to such holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by such person at said date which are exercisable within 60
days of December 10, 2010. Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to all shares of
our common stock owned by them, except to the extent such power may be shared
with a spouse.
Name and Address of
Beneficial Owner
|
Title of Class
|
Amount and
Nature
of Beneficial
Ownership(1)
|
Percentage
of
Class(2)
|
|||||
Noah
Levinson (3)
|
Common
Stock, par value $0.001 per share
|
5,000,000
shares (Direct)
|
78.5 | % |
(1)
|
As
used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Exchange Act as consisting of sole or
shared voting power (including the power to vote or direct the vote)
and/or sole or shared investment power (including the power to dispose or
direct the disposition of) with respect to the security through any
contract, arrangement, understanding, relationship or otherwise, including
a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of
sole ownership, voting and investment
rights.
|
(2)
|
There
were 6,370,000 shares of common stock issued and outstanding on December
10, 2010.
|
(3)
|
The
address for Mr. Levinson is 50 Brompton Road, Apt. 1X, Great Neck, NY
11021.
|
Securities
Authorized for Issuance under Equity Compensation Plans
We have
not adopted any equity compensation plans since our inception.
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
We
currently use an office space provided by Noah Levinson, our Chief Executive
Officer, at no cost to us. Management has agreed to continue this
arrangement until we complete an acquisition or merger.
Neither
Noah Levinson nor Irv Pyun, our directors, is an independent director as
each also serves as an officer.
16
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Audit
Fees.
The
aggregate fees billed to us by our principal accountant for services rendered
during the fiscal years ended September 30, 2010 and 2009 are set forth in the
table below:
Fee Category
|
Fiscal year ended
September 30, 2010
|
Fiscal year ended
September 30, 2009
|
||||||
Audit
fees (1)
|
$ | 13,088 | $ | 9,079 | ||||
Audit-related
fees (2)
|
0 | 0 | ||||||
Tax
fees (3)
|
0 | 0 | ||||||
All
other fees (4)
|
0 | 0 | ||||||
Total
fees
|
$ | 13,088 | $ | 9,079 |
(1) Audit
fees consist of fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements, review of our
interim financial statements included in our quarterly reports on Form 10-Q and
services that are normally provided in connection with statutory and regulatory
filings or engagements.
(2)
Audit-related fees consist of fees billed for assurance and related services by
our principal accountant that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under “Audit
fees.”
(3) Tax
fees consist of fees billed for professional services rendered by our principal
accountant relating to tax compliance, tax advice and tax planning.
(4) All
other fees consist of fees billed for all other products and services rendered
by our principal accountant.
Audit Committee’s
Pre-Approval Practice.
We do not
have an audit committee. Our Board of Directors performs the function
of an audit committee. Section 10A(i) of the Exchange Act prohibits
our auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our Board of
Directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.
17
PART
IV
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Financial Statements
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2 | ||
Balance
Sheets as of September 30, 2010 and 2009
|
F-3 | ||
Statements
of Operations for the years ended September 30, 2010 and 2009, and for the
period from July 9, 2007 (Inception) to September 30, 2010
|
F-4 | ||
|
|||
Statements
of Changes in Stockholders’ Equity/(Deficiency) for the period from July
9, 2007 (Inception) to September 30, 2010
|
F-5 | ||
Statements
of Cash Flows for the years ended September 30, 2010 and 2009, and for the
period from July 9, 2007 (Inception) to September 30, 2010
|
F-6 | ||
Notes
to Financial Statements
|
F-7 – F-11 |
Financial
Statement Schedules
All
financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
Exhibits
In
reviewing the agreements included as exhibits to this Form 10-K, please remember
that they are included to provide you with information regarding their terms and
are not intended to provide any other factual or disclosure information about
the Company or the other parties to the agreements. The agreements may contain
representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the parties to the applicable agreement and:
|
•
|
should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
|
|
•
|
have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
|
|
•
|
may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
|
18
|
•
|
were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
|
Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Form 10-K and the
Company’s other public filings, which are available without charge through the
SEC’s website at http://www.sec.gov.
The
following exhibits are included as part of this report:
Exhibit
No.
|
SEC Report
Reference No.
|
Description
|
||
3.1
|
3.1
|
Articles
of Incorporation of Registrant (1)
|
||
3.2
|
3.2
|
By-Laws
of Registrant (2)
|
||
4.1
|
4.1
|
9%
Convertible Promissory Note dated July 29, 2009 (4)
|
||
4.2
|
*
|
10%
Promissory Note dated May 10, 2010
|
||
10.1
|
10.1
|
Securities
Purchase Agreement, dated July 28, 2009, between Registrant and Paramount
Strategy Corporation (4)
|
||
14
|
14
|
Code
of Ethics (3)
|
||
21
|
*
|
List
of Subsidiaries
|
||
31.1
|
*
|
Certification
of Principal Executive Officer and Financial Officer pursuant to Section
302 of the Sarbanes Oxley Act of 2002
|
||
32.1
|
*
|
Certification
of Chief Executive Officer and Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002
|
* Filed
herewith.
(1)
|
Filed
with the Securities and Exchange Commission on January 17, 2008 as an
exhibit, numbered as indicated above, to the Registrant’s Registration
Statement on Form SB-2 (file no. 333-148722) (the “Form SB-2”), which
exhibit is incorporated herein by
reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on January 17, 2008 as an
exhibit, numbered as indicated above, to the Form SB-2, which exhibit is
incorporated herein by
reference.
|
19
(3)
|
Filed
with the Securities and Exchange Commission on December 31, 2008 as an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10-K for the year ended September 30, 2008, which exhibit is
incorporated herein by reference.
|
(4)
|
Filed
with the Securities and Exchange Commission on December 29, 2009 as an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10-K for the year ended September 30, 2009, which exhibit is
incorporated herein by reference.
|
20
SIGNATURES
Pursuant
to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MAX
CASH MEDIA, INC.
|
||
Dated: December
10, 2010
|
By:
|
/s/Noah Levinson
|
Noah
Levinson
|
||
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities indicated on December 10, 2010.
/s/Noah
Levinson
|
|
Noah
Levinson
|
|
Principal
Executive Officer, Principal Financial
|
|
Officer
and Director
|
|
/s/Irv
Pyun
|
|
Irv
Pyun
|
|
Director
|
21
PART
IV – FINANCIAL INFORMATION
ITEM
15. FINANCIAL STATEMENTS
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheets as of September 30, 2010 and 2009
|
F-3
|
|
Statements
of Operations for the years ended September 30, 2010 and 2009, and for the
period from July 9, 2007 (Inception) to September 30, 2010
|
F-4
|
|
Statements
of Changes in Stockholders’ Equity/(Deficiency) for the period from July
9, 2007 (Inception) to September 30, 2010
|
F-5
|
|
Statements
of Cash Flows for the years ended September 30, 2010 and 2009, and for the
period from July 9, 2007 (Inception) to September 30, 2010
|
F-6
|
|
Notes
to Financial Statements
|
F-7
- 11
|
F-1
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of:
Max Cash
Media, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheets of Max Cash Media, Inc. (the “Company”)
(A Development Stage Company) as for September 30, 2010 and 2009 and the related
statements of operations, changes in stockholders’ equity/(deficiency) and cash
flows for the two years then ended and for the period from July 9, 2007
(Inception) to September 30, 2010. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Max Cash Media, Inc. (A Development
Stage Company) as of September 30, 2010 and 2009 and the results of its
operations and its cash flows for the two years then ended and for the period
from July 9, 2007 (Inception) to September 30, 2010 in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company is in the development stage with a net loss of
$276,037 and used cash in operations of $240,590 since inception. In addition,
the Company has a stockholders' deficiency of $120,644 and a working capital
deficiency of $55,644 as of September 30, 2010. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans concerning these matters are also
described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
WEBB
& COMPANY, P.A.
Certified
Public Accountants
Boynton
Beach, Florida
November
19, 2010
F-2
Max
Cash Media, Inc.
(A
Development Stage Company)
Balance
Sheets
September 30,
|
September 30,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 11,410 | $ | 22,545 | ||||
Total
Assets
|
$ | 11,410 | $ | 22,545 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 9,230 | $ | 4,186 | ||||
Accrued
Interest Payable
|
7,824 | 777 | ||||||
Convertible
Note Payable
|
50,000 | - | ||||||
Current Liabilities
|
67,054 | 4,963 | ||||||
Long
Term Liabilities
|
||||||||
Note
Payable
|
65,000 | 50,000 | ||||||
Total
Liabilities
|
132,054 | 54,963 | ||||||
Commitments
and Contingencies
|
- | - | ||||||
Stockholders'
Deficiency
|
||||||||
Preferred
stock, $0.001 par value; 10,000,000 shares authorized, none
issued and outstanding
|
- | - | ||||||
Common
stock, $0.001 par value; 100,000,000 shares authorized, 6,370,000 shares
issued and outstanding, respectively
|
6,370 | 6,370 | ||||||
Additional
paid-in capital
|
149,023 | 146,423 | ||||||
Deficit
accumulated during the development stage
|
(276,037 | ) | (185,211 | ) | ||||
Total
Stockholder's Deficiency
|
(120,644 | ) | (32,418 | ) | ||||
Total
Liabilities and Stockholders' Deficiency
|
$ | 11,410 | $ | 22,545 |
See
accompanying notes to financial statements
F-3
Max
Cash Media, Inc.
(A
Development Stage Company)
Statements of
Operations
For the Years Ended
|
For the period
from
July 9, 2007
(Inception) to
|
|||||||||||
September 30,
2010
|
September 30,
2009
|
September 30,
2010
|
||||||||||
Operating
Expenses
|
||||||||||||
Professional
fees
|
$ | 70,093 | $ | 29,326 | $ | 225,927 | ||||||
General
and administrative
|
13,707 | 10,615 | 43,172 | |||||||||
Total
Operating Expenses
|
83,800 | 39,941 | 269,099 | |||||||||
Loss
from Operations
|
(83,800 | ) | (39,941 | ) | (269,099 | ) | ||||||
Other
Income / (Expense)
|
||||||||||||
Interest
Income
|
21 | - | 886 | |||||||||
Interest
Expense
|
(7,047 | ) | (777 | ) | (7,824 | ) | ||||||
Total
Other Income / (Expense) - net
|
(7,026 | ) | (777 | ) | (6,938 | ) | ||||||
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
(90,826 | ) | (40,718 | ) | (276,037 | ) | ||||||
Provision
for Income Taxes
|
- | - | - | |||||||||
NET
LOSS
|
$ | (90,826 | ) | $ | (40,718 | ) | $ | (276,037 | ) | |||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
average number of shares outstanding during the year/period - Basic
and Diluted
|
6,370,000 | 6,370,000 |
See
accompanying notes to financial statements
F-4
Max
Cash Media, Inc.
(A
Development Stage Company)
Statement
of Changes in Stockholders' Equity/(Deficiency)
For the period from July 9,
2007 (Inception) to September 30, 2010
Deficit
|
||||||||||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||||||||||
|
Additional
|
during
the
|
Stockholders'
|
|||||||||||||||||||||||||||||
Preferred
Stock
|
Common
stock
|
paid-in
|
development
|
Subscription
|
Equity/
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Receivable
|
(Deficiency)
|
|||||||||||||||||||||||||
Balance
July 9, 2007
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Common
stock issued for services to founder
($0.001)
|
- | - | 5,000,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||||||||
Common
stock issued for cash ($0.10/ per
share)
|
- | - | 255,000 | 255 | 25,245 | - | (25,500 | ) | - | |||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 593 | - | - | 593 | ||||||||||||||||||||||||
Net
loss for the period July 9, 2007 (Inception) to September 30,
2007
|
- | - | - | - | - | (16,593 | ) | - | (16,593 | ) | ||||||||||||||||||||||
Balance,
September 30, 2007
|
- | - | 5,255,000 | 5,255 | 25,838 | (16,593 | ) | (25,500 | ) | (11,000 | ) | |||||||||||||||||||||
Common
stock issued for cash ($0.10/ per
share)
|
- | - | 1,115,000 | 1,115 | 110,385 | - | - | 111,500 | ||||||||||||||||||||||||
Cash
received for subscription
receivable
|
- | - | - | - | - | - | 25,500 | 25,500 | ||||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 2,600 | - | - | 2,600 | ||||||||||||||||||||||||
Net
loss for the year ended September 30,
2008
|
- | - | - | - | - | (127,900 | ) | - | (127,900 | ) | ||||||||||||||||||||||
Balance,
September 30, 2008
|
- | - | 6,370,000 | 6,370 | 138,823 | (144,493 | ) | - | 700 | |||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 2,600 | - | - | 2,600 | ||||||||||||||||||||||||
Forgiveness
of a third party account
payable
|
- | - | - | - | 5,000 | - | - | 5,000 | ||||||||||||||||||||||||
Net
loss for the year ended September 30,
2009
|
- | - | - | - | - | (40,718 | ) | - | (40,718 | ) | ||||||||||||||||||||||
Balance,
September 30, 2009
|
- | - | 6,370,000 | 6,370 | 146,423 | (185,211 | ) | - | (32,418 | ) | ||||||||||||||||||||||
In
kind contribution of services
|
- | - | - | - | 2,600 | - | - | 2,600 | ||||||||||||||||||||||||
Net
loss for the year ended September 30,
2010
|
- | - | - | - | - | (90,826 | ) | - | (90,826 | ) | ||||||||||||||||||||||
Balance,
September 30, 2010
|
- | $ | - | 6,370,000 | $ | 6,370 | $ | 149,023 | $ | (276,037 | ) | $ | - | $ | (120,644 | ) |
See
accompanying notes to financial statements
F-5
Max
Cash Media, Inc.
(A
Development Stage Company)
Statements
of Cash Flows
For the Years Ended
|
For the Period
from
July 9, 2007
(Inception) to
|
|||||||||||
September 30,
2010
|
September 30,
2009
|
September 30,
2010
|
||||||||||
Cash
Flows Used in Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (90,826 | ) | $ | (40,718 | ) | $ | (276,037 | ) | |||
Adjustments
to reconcile net loss to net cash used in operations
|
||||||||||||
In-kind
contribution of services
|
2,600 | 2,600 | 8,393 | |||||||||
Shares
issued to founder for services
|
- | - | 5,000 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in prepaid expenses
|
- | 4,167 | - | |||||||||
Increase
in accounts payable and accrued expenses
|
5,044 | 2,686 | 14,230 | |||||||||
Increase
in accrued interest payable
|
7,047 | 777 | 7,824 | |||||||||
Net
Cash Used In Operating Activities
|
(76,135 | ) | (30,488 | ) | (240,590 | ) | ||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Proceeds
from note payable
|
65,000 | 4,585 | 69,585 | |||||||||
Repayment
of loan payable
|
- | (4,585 | ) | (4,585 | ) | |||||||
Proceeds
from loan payable- Related party
|
- | - | 1,100 | |||||||||
Repayment
of loan payable - Related party
|
- | - | (1,100 | ) | ||||||||
Proceeds
from convertible note payable
|
- | 50,000 | 50,000 | |||||||||
Proceeds
from issuance of common stock
|
- | - | 137,000 | |||||||||
Net
Cash Provided by Financing Activities
|
65,000 | 50,000 | 252,000 | |||||||||
Net
Increase/(Decrease) in Cash
|
(11,135 | ) | 19,512 | 11,410 | ||||||||
Cash
at Beginning of Period
|
22,545 | 3,033 | - | |||||||||
Cash
at End of Period
|
$ | 11,410 | $ | 22,545 | $ | 11,410 | ||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for taxes
|
$ | - | $ | 120 | $ | 120 | ||||||
Supplemental
disclosure of non-cash investing and financing
activities:
|
||||||||||||
Forgiveness
of Related Accounts Payable
|
$ | - | $ | 5,000 | $ | 5,000 |
See
accompanying notes to financial statements
F-6
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND
2009
NOTE
1
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
|
(A)
Organization
Max Cash
Media, Inc. (a development stage company) (the "Company") was incorporated under
the laws of the State of Nevada on July 9, 2007. Max Cash Media, Inc.
will acquire and market intellectual properties in the entertainment
industry.
Activities
during the development stage include developing the business plan and raising
capital.
(B) Use of
Estimates
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reported
period. Actual results could differ from those
estimates.
(C) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At September
30, 2010 and September 30, 2009, the Company had no cash
equivalents.
(D) Loss Per
Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by FASB Accounting Standards Codification
Topic 260, “Earnings Per Share.” As of September 30, 2010 and 2009
there were no common share equivalents outstanding.
F-7
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND
2009
(E) Income
Taxes
The
Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC
740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC 740-10-25, the effect on deferred tax
assets and liabilities from a change in tax rates is recognized in income in the
period that includes the enactment date.
2010
|
2009
|
|||||||
Expected
income tax expense at the statutory rate of 38.55%
|
$ | (35,017 | ) | $ | (15,699 | ) | ||
Tax
effect of expenses that are not deductible for income tax purposes (net of
other amounts deductible for tax purposes)
|
1,006 | 2,931 | ||||||
Tax
effect of differences in the timing of deductibility of items for income
tax purposes
|
- | - | ||||||
Change
in valuation allowance
|
34,011 | 12,768 | ||||||
Provision
for income taxes
|
$ | - | $ | - | ||||
The
components of deferred income taxes are as follows:
|
||||||||
2010
|
2009
|
|||||||
Deferred
income tax asset:
|
||||||||
Net
operating loss carryforwards
|
$ | 100,755 | $ | 66,744 | ||||
Valuation
allowance
|
(100,755 | ) | (66,744 | ) | ||||
Deferred
income taxes
|
$ | - | $ | - |
As of
September 30, 2010, the Company has a net operating loss carryforward of
approximately $257,600 available to offset future taxable income through 2030.
The valuation allowance at September 30, 2010 was $100,755. The valuation
allowance at September 30, 2009 was $66,744. The net change in the valuation
allowance for the period ended September 30, 2010 was a increase of
$34,011.
(F) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
F-8
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND
2009
(G) Revenue
Recognition
The
Company will recognize revenue on arrangements in accordance with FASB ASC No.
605, “Revenue Recognition”. In all cases, revenue is recognized only
when the price is fixed and determinable, persuasive evidence of an arrangement
exists, the service is performed and collectability of the resulting receivable
is reasonably assured.
(H)
Reclassification
Certain
amounts from prior period have been reclassified to conform to the current
period presentation.
(I) Fair Value of Financial
Statements
The
carrying amounts reported in the balance sheet for accounts payable, accrued
expenses, convertible note payable and note payable approximate fair value based
on the short-term maturity of these instruments.
NOTE
2
|
STOCKHOLDERS’
EQUITY
|
(A) Common Stock Issued for
Cash
During
October 2007, the Company issued 1,115,000 shares of common stock for $111,500
($0.10/share).
During
October 2007, the Company collected $25,500 ($0.10/share) for the sale of
255,000 shares of common stock made during the period from July 9, 2007
(inception) through September 30, 2007.
(B) In-Kind
Contribution
During
the year ended September 30, 2009, a related party forgave accounts payable in
the amount of $5,000 for services provided. The payable was
reclassified to additional paid in capital as an in kind contribution of
services (See Notes 3, 6 and 7).
For the
year ended September 30, 2010, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 7).
For the
year ended September 30, 2009, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 7).
For the
year ended September 30, 2008, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 7).
For the
year ended September 30, 2007 a shareholder of the Company contributed services
having a fair value of $593. (See Note 7)
F-9
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND
2009
(C) Stock Issued for
Services
On July
9, 2007, the Company issued 5,000,000 shares of common stock to its founder,
having a fair value of $5,000 ($0.001/share) in exchange for services provided
(See Note 7).
NOTE
3
|
FORGIVENESS OF A
PAYABLE
|
During
the year ended September 30, 2009, a related party forgave accounts payable in
the amount of $5,000 for services provided. The payable was
reclassified to additional paid in capital as an in kind contribution of
services (See Notes 2(B), 6 and 7).
NOTE
4
|
LOAN
PAYABLE
|
On May
10, 2010, the Company issued a promissory note in the amount of $65,000 due
November 9, 2011 and bearing interest at a rate of 10% per annum.
During
2009, the Company owed $4,585 to an unrelated third party for expenses paid on
behalf of the Company. The loan was repaid in full during August
2009.
For the
year ended September 30, 2007, the Company received $1,100 from a principal
stockholder. Pursuant to the terms of the loan, the loan is non interest
bearing, unsecured and due on demand. The loan was repaid on October
23, 2007 (See Note 7).
NOTE
5
|
CONVERTIBLE NOTE
PAYABLE
|
On July
29, 2009, the Company issued a convertible promissory note in the amount of
$50,000 due January 28, 2011 and bearing interest at a rate of 9% per
annum. All debt can be converted into shares at a conversion price to
be mutually determined by the Company and the holder of the note.
NOTE
6
|
COMMITMENTS
|
On
October 15, 2007, the Company entered into a consulting agreement with a related
party to receive administrative and other miscellaneous services. The
Company is required to pay $7,500 a month. The agreement was to
remain in effect unless either party desired to cancel the
agreement. This agreement has been terminated as of July 31,
2008. In addition, the payment due for the month of July has been
reduced to $5,000 by mutual agreement of both parties. Effective
December 31, 2008, the amount of $5,000 was forgiven (See Notes 2(B), 3 and
7).
F-10
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND
2009
NOTE
7
|
RELATED PARTY
TRANSACTIONS
|
For the
year ended September 30, 2010, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 2(B)).
For the
year ended September 30, 2009, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 2(B)).
For the
year ended September 30, 2008 a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 2(B)).
During
the year ended September 30, 2009, a related party forgave accounts payable in
the amount of $5,000 for services provided. The payable was
reclassified to additional paid in capital as an in kind contribution of
services (See Notes 2(B), 3 and 6).
For the
year ended September 30, 2007, the Company received $1,100 from a principal
stockholder. Pursuant to the terms of the loan, the loan is non interest
bearing, unsecured and due on demand. The loan was repaid on October
23, 2007 (See Note 4).
For the
year ended September 30, 2007, a shareholder of the Company contributed services
having a fair value of $593 (See Note 2(B)).
On July
9, 2007, the Company issued 5,000,000 shares of common stock to its founder
having a fair value of $5,000 ($0.001/share) in exchange for services provided
(See Note 2B)).
NOTE
8
|
GOING
CONCERN
|
|
As
reflected in the accompanying financial statements, the Company is in the
development stage and has accumulated losses of $276,037 and a negative
cash flow from operations of $240,590 since inception. In
addition, the Company has a stockholders’ deficiency of $120,644 and
working capital deficiency of $55,644 as of September 30,
2010. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
|
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
F-11