KAHZAM, INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - SEC. 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - KAHZAM, INC.	madisonex311.htm
EX-31.2 - SEC. 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - KAHZAM, INC.	madisonex312.htm
EX-32.1 - SEC. 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - KAHZAM, INC.	madisonex321.htm
EX-32.2 - SEC. 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - KAHZAM, INC.	madisonex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2011

Commission File Number 333-146344

MADISON AVE. MEDIA, INC.

(Exact name of registrant as specified in its charter)

KAHZAM, INC.

(Former Name of Registrant)

Delaware

(State or other jurisdiction of incorporation or

1515 South Federal Highway, Suite 100

Boca Raton, FL 33432

(Address of principal executive offices, including zip code)

Telephone (561) 549-3131

(telephone number, including area code)

James Lindsey

1515 South Federal Highway, Suite 100

Boca Raton, FL 33432

(561) 549-3131

(Name, address and telephone number of agent for service)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated 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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 76,988,322 shares as of May 31, 2011

MADISON AVE. MEDIA, INC.

FORM 10-Q

TABLE OF CONTENTS

	Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	3

Condensed Consolidated Balance Sheets as of May 31, 2011 (unaudited) and August 31, 2010	3

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended May 31, 2011 and 2010	4

Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended May 31, 2011 and 2010	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3. Quantitative and Qualitative Disclosures About Market Risk	13

Item 4. Controls and Procedures	13

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3. Defaults Upon Senior Securities	17

Item 4. (Removed and Reserved)	17

Item 5. Other Information	17

Item 6. Exhibits	17

Signature	18

EX-31.1
EX-31.2
EX-32.1
EX-32.2

ITEM 1. FINANCIAL STATEMENTS

The unaudited quarterly financial statements for the period ended May 31, 2011, prepared by the company, immediately follow.

MADISON AVE. MEDIA. INC
(A Development Stage Company)
CONDENSED BALANCE SHEETS

	(Unaudited)
	As of			As of
	May 28,			August 31,
	2011			2010
ASSETS
Current assets:
Cash	$	10,611		$	12,804
Accounts receivable, net		143,540			-
Due from related parties		15,300			-
Total current assets		169,451			12,804

Property and equipment, net		174,437			122,343

Other assets, net		170,396			17,707

Intangible asset, net		389,400			389,400

TOTAL ASSETS	$	903,684		$	542,254

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	292,046		$	351,676
Payroll liabilities		404,465			435,268
Due to related parties		246,440			197,672
Total current liabilities		942,950			984,616

Convertible notes payable		1,135,964			-

Total liabilities		2,078,914			984,616

Stockholders' Equity (Deficiency):
Common stock, par value $0.0001 per share; 150,000,000 shares
authorized: and 73,746,502 shares and 59,061,502 issued and
outstanding as of May 31, 2011 and August 31, 2010		7,698			5,906

Additional paid-in capital		1,736,909			1,116,368

Deficit accumulated during the development stage		(2,919,837	)		(1,564,636	)
		(1,175,230	)		(442,362	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	903,684		$	542,254

The accompanying notes are an integral part of these financial statements.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
																July 23, 2007
	Three months			Three months			Nine months			Nine months						(inception)
	ended			ended			ended			ended			Year Ended			through
	May 31,			May 31,			May 31,			May 31,			August 31,			May 31,
	2011			2010			2011			2010			2010			2011


REVENUES	$	224,008		$	28		$	289,677		$	257		$	205,853		$	495,530
Cost of Revenues		189,310						227,673			-			104,604			332,277
Gross Profit		34,698			28			62,004			257			101,249			163,253

EXPENSES:
Selling, general and administrative		623,403			162,653			1,361,375			276,078			1,195,326			3,011,319
Depreciation and amortization		8,086			4,617			30,302			4,617			32,237			65,049

Total expenses		631,489			167,270			1,391,677			280,695			1,227,563			3,076,368

Loss from operations		(596,791	)		(167,242	)		(1,329,673	)		(280,438	)		(1,126,314	)		(2,913,116	)
Interest		(25,527	)					(25,527	)		0			-			(25,527	)
NET (LOSS)	$	(622,318	)	$	(167,242	)	$	(1,355,200	)	$	(280,438	)	$	(1,126,314	)		(2,919,837	)

BASIC (LOSS) PER SHARE	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.05	)	$	(0.33	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING	$	68,985,152		$	5,492,952		$	68,985,152		$	5,492,952		$	3,384,931		$	68,985,152

The accompanying notes are an integral part of these financial statements.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
																July 23, 2007
	Three months			Three months			Nine months			Nine months						(inception)
	Ended			Ended			Ended			Ended			Year Ended			through
	May 31,			May 31,			May 31,			May 31,			August 31,			May 31,
	2011			2010			2011			2010			2010			2011


CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(622,318	)	$	(166,696	)	$	(1,374,007	)	$	(280,438	)	$	(1,126,314	)		(2,919,837	)
Adjustments to reconcile increase(decrease) in net
assets to cash provided by operating activities:
Depreciation		8,086			9,769			30,302			9,992			32,237			65,292
Valuation adjustment of intangible assets		(155,016	)		-			-						-			(39,400	)
Changes in operating assets and liabilities:																	-
(Increase) in accounts receivable		(143,540	)					(143,540	)								(143,540	)
(Increase) in other current assets		-			-			-						-			(9,684	)
(Decrease)/Increase in accounts payable		172,016			148,599			(59,632	)		(115,289	)		57,860			292,045
(Increase) in other assets		(123,180	)		(180	)		(152,690	)		(180	)		(6,490	)		(160,714	)
(Decrease)/ Increase in payroll liabilities		351,445			78,391			(30,803	)		119,435			391,691			404,465
Increase/(decrease) in due to related parties		(49,434	)		(89,880	)		33,468			(148,364	)		118,951			236,292
		-															-
Net cash (used in) provided by operating activities		(561,941	)		(19,997	)		(1,696,902	)		(414,844	)		(532,065	)		(2,293,888	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(82,395	)		(27,497	)		(82,395	)		(27,497	)		(148,632	)		(244,880	)
Purchases of intangible property		-			30,699			-						(350,000	)		(350,000	)
Net (cash used)/provided by in investing activities		(82,395	)		3,202			(82,395	)		(27,497	)		(498,632	)		(594,880	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		324			(273	)		1,792			576			3,956			7,698
Additional paid in capital		92,694			16,112			598,682			440,809			1,038,518			1,715,050
Convertible notes payable		549,125			-			1,176,630			-			-			1,176,630
Net cash used in provided by financing activities		642,143			15,839			1,777,104			441,385			1,042,474			2,899,378

(DECREASE) INCREASE IN CASH		(2,193	)		(956	)		(2,193	)		(956	)		11,778			10,611
CASH - BEGINNING OF YEAR		12,804			1,026			12,804			1,026			1,026			-
CASH - END OF YEAR	$	10,611		$	70		$	10,611		$	70		$	12,804		$	10,611

The accompanying notes are an integral part of these financial statements.

MADISON AVE, MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS

Nine Months Ended May 31, 2011

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operation. Madison Ave. Media, Inc. (formally Kahzam, Inc.) (The Company) was incorporated on July 23, 2007 as Centaurus Resources, Inc., under the laws of the State of Delaware, and established a fiscal year end of August 31. On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three Shares of new Kahzam, Inc. Common Stock.

The Company is considered a development stage enterprise as defined in Financial Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting for Development Stage Companies". The Company has no revenue to date and there is no assurance the Company will achieve a profitable level of operations.

Use of Estimates. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Depreciation. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lines of the relative assets, which range as follows:

Furniture & Fixtures	5-7 years
Office Equipment	5-7 years
Computer Software	5 years

The company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate.

Concentration of Credit Risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accrued expenses.

The Company's cash and cash equivalents are concentrated primarily in one bank in the United States. At times, such deposits could be in excess of insured limits. Management believes that the financial institution that holds the Company financial instrument is financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.

Earnings (Loss) Per Share. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. The Company has no potentially dilutive securities.

Evaluation of long-lived Assets. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” If the carrying value of the long-lived asset exceeds the estimated future undiscounted cash flows to be generated by such asset, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.

Income Taxes. In February 1992, the Financial Standards Board issued Statement of Financial Accounting Standard No.109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred assets and liabilities are recognized for the estimated future tax consequences between the financial statement carrying amounts of the existing assets and their respective basis.

Deferred assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. For the year ending August 31, 2010 and the quarter ended May 31, 2011 the effective rates were:

The differences between Federal income tax rates and the effective income tax rates are:

	August 31,			May 31,
	2010			2011


Statutory federal income tax rate		34	%		34	%
Valuation allowance		(34	)		(34	)

Effective tax rate	0		%	0		%

The Company has a net operating loss carry forward as of May 31, 2011 of approximately $2,919,837 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forwards expires at various dates through 2030.

Fair Value of Financial Instruments. For financial instruments including cash and accrued expenses, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.

New Financial Accounting Standards. The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.	GOING CONCERN

As shown in the accompanying financial statements, the Company incurred a net loss for the year ending August 31, 2010 of $1,126,314, for the quarter ended May 31, 2011 of $622,318 after accounting for charges for revaluation of the Company's data base assets. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support these operations. This raises substantial doubt about the Company's ability to continue as a going concern.

3.	BUSINESS ACQUISITION AND COMBINATION

The company completed the acquisition of Tecoup and Promark Data and Media Group during the second quarter of 2010, and the acquisition of certain assets in October, 2010. The acquisition has been accounted for using the purchase method pursuant to SFAS No. 141, “Business Combinations.” The assets purchased and the liabilities assumed for these acquisitions have been reflected in the accounting consolidated balance sheet as of May 31, 2011. Results of operations for the adjustments are included in the accompanying consolidated earnings for the three months ended May 31, 2011.

4.	FIXED ASSETS

Equipment are stated at cost and depreciated on the straight-line method over their estimated useful lives of five to seven years.

5.	INTANGIBLE ASSET

Intangible assets consist of the Customer List acquired in connection with the acquisition of Promark Data and Media LLC and the acquisition of a database from Financial Network Media. The Company evaluates the amortization period of intangible assets on an ongoing basis, in light of changes in business conditions and events or circumstances, which may indicate its potential impairment.

6.	STOCKHOLDERS EQUITY AND CONVERTIBLE DEBT

The Company has authorized 300,000,000 shares of $ 0.0001 par value common stock, with 76,988,322 shares issued and outstanding as of May 31, 2011.

Details of common stock issued:

On August 13, 2007 the Company issued total of 1,500,000 shares of common stock to one Director for cash in the amount of $0.01 per share for a total of $15,000.

On December 31, 2007 the Company issued a total of 1,000,000 shares of common stock for cash in the amount $ 0.025 per share for a total of $25,000.

On May 12, 2009 the Company issued a total of 4,000,000 shares of common stock in exchange for 100% of the Common Stock of Kahzam, Inc. a Florida Corporation. The shares were valued at $ 0.01 per share for a total of $40,000.

On September 1, 2009 The company received $425,000, of which $125,000 shall be paid and satisfied at closing by certified bank draft or wire transfer equaling 125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of Common Stock and the cancellation of $300,000 in currently outstanding Demand Promissory Note and assigned accounts payables.

On January 15, 2010 the company completed a share exchanged agreement with TECOUP.COM LLC for 2,000,000 Shares.

On January 20, 2010 the company issued 734,000 Shares to various members of the Board of Directors.

On March 1, 2010 the Board of Directors issued 250,000 Shares of the Registrant’s Common Stock to Cracker Jack for services rendered and 100,000 Shares of the Registrant’s Common Stock to Robert Mirabito.

On March 17, 2010 42,000 Shares of Common Stock were issued @$1.00 per share for cash to various investors.

On May, 31, 2010, the Company issued 33,000,000 Shares of its Common Stock to acquire 100% of the Capital Stock of ProMark Data & Media Group, LLC. The controlling shareholder of ProMark Data & Media Group, LLC, Group Molinari LLC, is also a principal and controlling shareholder of the Company.

From July 28, 2010 to August 31, 2010, the Company issued 354,500 Shares of the Registrant’s Common Stock to various people for services rendered to the Registrant.

From September 1, 2010 to November 5, 2010, the Company issued 2,290,500 Shares of the Registrant’s Common Stock to various people for services rendered to the Registrant.

On October 11, 2010, the Registrant completed its acquisition of certain assets of Financial Network Media, LLC in exchange for the issuance of 25,000,000 Shares of Common Stock of the Registrant. The assets included a proprietary data base which significantly increases the Registrant's marketing operations. Group Molinari LLC is the controlling shareholder of both Financial Network Media, LLC and the Registrant.

On October 11, 2010, the Board of Directors of the Registrant authorized and approved the issuance of 100,000 Shares of Convertible Preferred Stock to be designated "Series A Convertible Preferred Stock" and which shall bear the rights, privileges and preferences as set forth in the Certificate of Designation to be filed with the Secretary of State of Delaware. On the same date, Group Molinari LLC, the controlling shareholder of the Registrant, agreed to exchange 49,000,000 Shares of Common Stock of the Registrant for 100,000 Shares of Series A Convertible Preferred Stock. On January 14, 2011, the Registrant and Group Molinari LLC mutually agreed to terminate the exchange agreement, and the Board of Directors of the Registrant rescinded its prior authorization for the designation of “Series A Convertible Preferred Stock”.

On February 14, 2011, the Registrant sold a total of 12,500,000 shares of common stock to a total of five private investors, at a purchase price of $.02 per share. The securities were issued to accredited investors in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The transaction did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid. Each securities certificate issued bears a legend providing, in substance, that the securities have been acquired for investment only and may not be sold, transferred or assigned in the absence of an effective registration statement or opinion of counsel that registration is not required under the Securities Act of 1933.

On February 23, 2011, the Board of Directors approved the mutual amendment of the Asset Purchase Agreement entered into on October 11, 2010 between the Registrant and Financial Network Media, Inc. As a result of this amendment, the 25 million shares of Common Stock issued pursuant to said Agreement have been returned to the Registrant and have been cancelled.

On May 18, 2011, 50,000 Shares of Common Stock were issued to Evelyn Bautista in lieu of cash compensation for serving as Officer and Director of the Company.

On May 18, 2011, 856,820 Shares of Common Stock were issued to Michael Gleicher in conversion and satisfaction of a Convertible Promissory Note in the amount of $40,666.

On May 31, 2011, 1,085,000 Shares of Common Stock were issued to Michael Gleicher in conversion and satisfaction of a Convertible Promissory Note in the amount of $23,816.

Details of Convertible Debt and Common Stock Purchase Warrants Issued:

On February 14, 2011, the Board of Directors approved the sale of up to $500,000 in a Senior Secured Convertible Note to a shareholder of the Registrant, with a maturity date of one year. The Note will bear a prepaid annual interest rate of 18%, and may be funded in tranches during the next ninety days. The Note will be convertible at any time prior to maturity into shares of common stock of the Registrant at a conversion price which will be the lesser of (i) $.10 per shares, or (ii) the purchase price per share of any equity sold by the Registrant prior to the maturity date. The Registrant has granted the Holder of this Note a first-lien security interest on all assets of the Registrant. In addition, the shareholder was issued 10,000,000 Class A Common Stock Purchase Warrants exercisable for five years at an exercise price of $.02 per Share.

On March 17th, 2011 the company approved up to an additional $1,000,000 of secured convertible notes to three shareholders of registrant with maturity of one year. The note will bear a prepaid annual interest rate of 18% and will be founded in trenches. The notes can be converted at any time prior to maturity at the lessor of $.05 per share or the lowest price the company has raised money for new investment for the next year. 1,000,000 warrants will be issued per $100,000 loaned with a term of five years from date of issue and exercisable at the same price as the convertible note. The registrant has granted these notes a security interest junior only to the above convertible notes.

As a result of these transactions as of May 31 the Company has 76,988,322 Shares of Common Stock issued and outstanding.

7.	COMMITMENTS AND CONTINGENCIES

The Company rents office space in Boca Raton, Florida under a month-to-month lease at a rental of $10,000.00 per month.

8.	RELATED PARTY TRANSACTIONS

The Company’s officers, directors and related companies have advanced funds to the company for working capital. These advances are unsecured, bear no interest and have no scheduled repayment.

9.	RECENT ACCOUNTING PRONOUNCEMENTS

In May 2007, the FASB issued FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (“the FSP”), which provides guidance for determining whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Under the FSP, a tax position could be effectively settled on completion of examination by a taxing authority is the entity does not intend to appeal or litigate the result and it is remote that the taxing authority would examine or re-examine the tax position. The Company does not expect that this interpretation will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “ Business Combinations ,” which establishes how an acquiring company recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. ” SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB 51’s consolidation procedures for consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective for fiscal years beginning December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

CORPORATE OVERVIEW

Madison Ave. Media, Inc. was originally incorporated in January, 2008 as Centaurus Resources, Inc., a Delaware Corporation (“the Company”). On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Madison Ave. Media, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three new Shares of the Company’s Common Stock.

On January 20, 2010, the Company acquired 100% of the capital stock of TeCOUP.com, LLC, a Tennessee Limited Liability Company, in exchange for 2,000,000 Shares of the Company’s Common Stock. Nashville-Based TeCOUP provides SMS Text Coupon Messaging through its patent-pending delivery services. This technology provides their clients access to the next-generation of advertising, text messaging directly to target markets’ cell phones.

On May 31, 2010, the Company acquired 100% of the issued and outstanding shares of ProMark Data & Media Group LLC from Group Molinari LLC in exchange for 33,000,000 Shares of Common Stock of the Company. ProMark is a full service online marketing firm specializing in permission based opt-in email data, Mobile SMS, email append as well as traditional postal data.

Effective June, 2010, the name of the Company was changed to Madison Ave. Media, Inc.

As a result of these transactions, as of May 31, 2011 the Company has 76,988,322 Shares of Common Stock issued and outstanding. The Company’s, Common Stock is currently publicly traded on the OTC Market (OTCQB) under the trading symbol KHZM.

The Company’s executive offices are located at 1515 South Federal Highway, Suite 100, Boca Raton, FL 33432. The telephone number is 561-549-3131, and the fax number is 561-393-8505. The Company’s principal website is www.MadisonAveMedia.com .

RESULTS OF OPERATIONS

We are still in our development stage and have generated limited revenues to date. Our revenues for the three months ended May 31, 2011 were $224,008 compared with revenues of $28.00 for the three months ended May 31, 2010. We incurred operating expenses of $623,403 and $162,653, for the three months ended May 31, 2011 and 2010, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business, marketing expenses, and the preparation and filing of our reports with the Securities and Exchange Commission. Our loss from operations for the three months ended May 31, 2011 was ($622,318) a significant increase from the ($167,242) loss from operations in revenues for the three months ended May 31, 2010.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point.

LIQUIDITY AND CAPITAL RESOURCES

Our current assets at May 31, 2011 were $169,451 with current liabilities of $942,950 as compared with current assets of $57,773 and current liabilities of $449,785 at May 31, 2010.

If we experience a shortage of funds prior to generating revenue from operations we may utilize funds from our directors and certain shareholders, if available. However, our directors and shareholders have no formal commitment, arrangement or legal obligation to advance or loan funds to us.

PLAN OF OPERATION

Madison Ave. Media is an advanced digital media company that offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries. Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Our services address the complete digital media value chain, combining the best practices of traditional media support with the power of technology.

With the power of proprietary software wrapped in industry expertise, we provide highly measurable results to the universe of advertisers and marketers. The Company delivers enterprise business intelligence harvested from unstructured data across the digital landscape -- we help companies hear what their clients are saying about them in a highly actionable form. From there, we assemble deep understanding about our clients’ customers – their perceptions, wants and needs, and then we create uniquely targeted campaigns and media plans based on these analytic findings. We do this through our proprietary aggregation technology, which enables us to “listen in” on unstructured databases. These are public opinion sources that hold unstructured language, such as message boards, chartrooms, and blogs. Our business and statistical analysis converts millions of sound bytes into actionable and measurable strategies and plans – for our clients, which we then design, build and continuously measure. As such, we develop long term, deep client relationships - built on proprietary and scalable intelligence implemented and expanded by category experts from the advertising and communications industries.

In the United States, businesses budget over $400B/year for marketing and communications. Most of this money is being spent on traditional media and campaigns, while the audience has shifted to a personalized, web and mobile consumption model. Madison Ave. Media delivers the power and technology to rapidly move the bulk of this spending to a personalized and measurable digital delivery system. We understand that clients do not simply buy technology, and that things like search engine optimization are now commodities. Our deliverable is personalized marketing intelligence, targeted campaigns built upon pinpoint knowledge, delivered where the audience consumes, and measured down to lift, ROI, market share and comparative positioning. Even deeper, our ability to assemble unstructured conversations into C level action plans, essentially gives our clients a reliable predictive modeling telescope. From that, we formulate strategies and tactics to deliver a sustainable competitive advantage. Madison Avenue has built and acquired software assets, a scalable technology backbone, a team of industry experts and business leaders, and actionable data on over 150M consumers with reach capabilities via web and mobile platforms.

ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We did not experience any material changes in market risk exposures for the period ended May 31, 2011, that affect the quantitative and qualitative disclosures presented in our Annual Report on Form 10-K for the year ended August 31, 2010.

Foreign Currency Risk

As we currently operate only in the United States, we do not have any market risk related to international operations or by fluctuations in foreign exchange rates.

Interest Rate Sensitivity

We had cash and cash equivalents totaling $10,611 at May 31, 2011. Our cash and cash equivalents and marketable securities are held and invested with capital preservation as the primary objective.

Our cash equivalents and marketable securities are subject to market risk due to changes in interest rates. Fixed-rate interest securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due to our limited cash resources we do not anticipate any interest rate sensitivity that will have an adverse impact on our financial condition.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have 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 and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

During the third fiscal quarter ended May 31, 2011, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not presently involved in any litigation which would have a material effect on the Company’s financial condition or results of operations, nor is any such litigation anticipated.

ITEM 1A. RISK FACTORS

Set forth below and elsewhere in this Quarterly Report on Form 10-Q, and in other documents we file with the Securities and Exchange Commission, or SEC, are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and in other written and oral communications from time to time. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

RISKS ASSOCIATED WITH OUR COMPANY

Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Our market place is very competitive. Failure to successfully compete could harm our business.

We face intense competition in the digital media and marketing industry. Many other competitors are well established, have greater resources and have a name and brand recognition. These companies also have customer bases that are much larger than ours. We cannot be sure that our business model will be successful in differentiating our services from those offered by our much larger competitors.

We have had a limited operating history and have had losses since our inception.

There is no assurance our future operations will result in profitable revenues. We did not commence business operations until May, 2009 following our merger with Kahzam, Inc. Accordingly, we have had a very limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon, among other things:

	•	Our success in raising additional equity capital or debt financing;
	•	Our ability to attract customers who will buy our services from us; and
	•	Our ability to generate revenues through the sale of our services.

Based upon current plans, we expect to increase our revenues from operations during the balance of this fiscal year and thereafter. However, we cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause you to lose your investment. If we do not make a profit in the future, we may have to suspend or cease operations.

Since we are a small company and do not have significant capital, we must limit the marketing of our services. The sale of services is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. If our Offering is successfully completed, we intend to significantly increase our marketing activities and capabilities.

RISKS RELATED TO OWNERSHIP OF OUR STOCK

Because there is a limited public trading market for our common stock, you may not be able to resell your stock.

There is currently a limited public trading market for our common stock on the OTC Market (OTCQB) (Symbol: KHZM). There can be no assurance that a public market for our securities will continue, or that in the future our securities may be traded on a national exchange.

The trading price of our common stock has been volatile in the past, may continue to be volatile, and may decline.

The trading price of our common stock has fluctuated widely in the past and may do so in the future. Further, our common stock has

limited trading history. Factors affecting the trading price of our common stock, many of which are beyond our control, could include:

	•	variations in our operating results, including any decline in our revenues;

	•	announcements of technological innovations, new products and services, acquisitions, strategic alliances or significant agreements by us or by our competitors;

	•	recruitment or departure of key personnel;

	•	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

	•	changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;

	•	market conditions in our industry, the retail industry and the economy as a whole;

	•	price and volume fluctuations in the overall stock market;

	•	lawsuits threatened or filed against us or other disputes;

	•	adoption or modification of regulations, policies, procedures or programs applicable to our business; and

	•	the volume of trading in our common stock, including sales upon exercise of outstanding options.

In addition, if the market for media and marketing stocks or the stock market in general experiences loss of investor confidence as has happened in recent periods, the trading price of our common stock could decline for reasons unrelated to our business, operating results, or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Some companies that have had volatile market prices for their securities have had securities class actions filed against them. A suit filed against us, regardless of its merits or outcome, could cause us to incur substantial costs and could divert management’s attention.

Future sales of shares by existing stockholders, or the perception that such sales may occur, could cause our stock price to decline.

If our existing stockholders, particularly our directors and executive officers and other significant stockholders, sell substantial amounts of our common stock in the public market, or are perceived by the public market as intending to sell, the trading price of our common stock could decline.

Insiders and other significant stockholders have substantial control over us and will be able to influence corporate matters.

At May 31, 2011, our directors, executive officers, holders of ten percent or more and holders of convertible secured notes of our common stock beneficially owned a majority of our outstanding common stock. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our restated certificate of incorporation and amended and restated bylaws:

	•	authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;

	•	establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

	•	require that directors only be removed from office for cause and only upon a majority stockholder vote;

	•	provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

	•	limit who may call special meetings of stockholders;

	•	prohibit stockholder action by written consent, thus requiring all actions to be taken at a meeting of the stockholders;

	•	require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and amended and restated bylaws; and

	•	require advance notification of stockholder nominations and proposals.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.

Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of our shares to decline.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

On May 18, 2011, 50,000 Shares of Common Stock were issued to Evelyn Bautista in lieu of cash compensation for serving as Officer and Director of the Company.

On May 18, 2011, 856,820 Shares of Common Stock were issued to Michael Gleicher in conversion and satisfaction of a Convertible Promissory Note in the amount of $40,666.

On May 31, 2011, 1,085,000 Shares of Common Stock were issued to Michael Gleicher in conversion and satisfaction of a Convertible Promissory Note in the amount of $23,816.

As a result of these transactions, as of May 31, 2011 the Company has 76,988,322 Shares of Common Stock issued and outstanding.

(b) Use of Proceeds from Public Offering of Common Stock

NONE

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. (Removed and Reserved)

Not applicable.

ITEM 5. Other Information

On April 12, 2011, the Board of Directors approved an increase in the authorized capital of the Registrant to 300,000,000 Shares of Common Stock, $.0001 par value, and approved an Amendment to the 2009 Stock Incentive Plan which increased the number of Shares of Common Stock reserved for issuance pursuant to said Plan to 10,000,000 Shares. These corporate actions were approved and ratified on the same day by holders of a majority of the issued and outstanding Shares of Common Stock.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement or subsequent filings, file under SEC File Number 333-144279, at the SEC website at www.sec.gov:

Exhibit No.	Description

3.1	Certificate of Merger*
3.2	Bylaws*
3.3	2009 Stock Incentive Plan*
31.1	Sec. 302 Certification of Principal Executive Officer
31.2	Sec. 302 Certification of Principal Financial Officer
32.1	Sec. 906 Certification of Principal Executive Officer
32.2	Sec. 906 Certification of Principal Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13(a) 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.

	MADISON AVE.MEDIA, INC., Registrant
July 15, 2011
	By: /s/ JAMES LINDSEY
	JAMES LINDSEY
	President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

July 15, 2011	MADISON AVE. MEDIA, INC., Registrant

	By: /s/ J. FRANKLIN BRADLEY
	J. FRANKLIN BRADLEY
	Vice President and Acting Principal
	Accounting Officer

Attached files

KAHZAM, INC. Reports

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