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EX-10.5 - EXHIBIT 10.5 - BOLDFACE GROUP, INC.v231885_ex10-5.htm
EX-10.4 - EXHIBIT 10.4 - BOLDFACE GROUP, INC.v231885_ex10-4.htm
EX-32.1 - CERTIFICATION - BOLDFACE GROUP, INC.v231885_ex32-1.htm
EX-10.6 - EXHIBIT 10.6 - BOLDFACE GROUP, INC.v231885_ex10-6.htm
EX-10.2 - EXHIBIT 10.2 - BOLDFACE GROUP, INC.v231885_ex10-2.htm
EX-10.7 - EXHIBIT 10.7 - BOLDFACE GROUP, INC.v231885_ex10-7.htm
EX-10.3 - EXHIBIT 10.3 - BOLDFACE GROUP, INC.v231885_ex10-3.htm
EX-31.1 - CERTIFICATION - BOLDFACE GROUP, INC.v231885_ex31-1.htm
EX-10.1 - EXHIBIT 10.1 - BOLDFACE GROUP, INC.v231885_ex10-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011

¨
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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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” 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 ¨

There were 6,370,000 shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 15, 2011.
 
 
 

 
 
MAX CASH MEDIA, INC.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

TABLE OF CONTENTS

     
Page
 
PART I - FINANCIAL INFORMATION
    3  
           
Item 1.
Financial Statements
       
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    16  
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    21  
           
Item 4.
Controls and Procedures
    21  
           
PART II - OTHER INFORMATION
    23  
           
Item 1.
Legal Proceedings
    23  
           
Item 1A.
Risk Factors
    23  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    23  
           
Item 3.
Defaults Upon Senior Securities
    23  
           
Item 4.
(Removed and Reserved)
    23  
           
Item 5.
Other Information
    23  
           
Item 6.
Exhibits
    23  
           
SIGNATURES
    24  
 
 
2

 


PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
   
PAGE
 
Condensed Balance Sheets as of June 30, 2011 (unaudited) and September 30, 2010
    4  
Condensed Statements of Operations for the three and nine months  ended June 30, 2011 and 2010, and for the period from July 9, 2007 (inception) to June 30, 2011 (unaudited).
    5  
Condensed Statement of Changes in Stockholders’ Equity/(Deficiency) for the period from July 9, 2007 (inception) to June 30, 2011 (unaudited)
    6  
Condensed Statements of Cash Flows for the three and nine months ended June 30, 2011 and 2010, and for the period from July 9, 2007 (inception) to June 30, 2011 (unaudited)
    7  
Notes to Condensed Financial Statements (unaudited)
    8  
 
 
3

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheets

ASSETS
 
   
June 30,
       
   
2011
   
September 30,
 
   
(Unaudited)
   
2010
 
Current Assets
           
Cash
  $ 113     $ 11,410  
Prepaid Expense
    1,750       -  
                 
Total Assets
  $ 1,863     $ 11,410  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 
                 
Current Liabilities
               
Accounts Payable
  $ 41,632     $ 9,230  
Accrued Interest Payable
    16,051       7,824  
Note Payable
    65,000       -  
Convertible Note Payable
    -       50,000  
Current  Liabilities
    122,683       67,054  
                 
Long Term Liabilities
               
Convertible Note Payable
    50,000       -  
Note Payable
    -       65,000  
Total Liabilities
    172,683       132,054  
                 
                 
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 and 6,370,000 shares
               
issued and outstanding, respectively
    6,370       6,370  
  Additional paid-in capital
    150,973       149,023  
  Deficit accumulated during the development stage
    (328,163 )     (276,037 )
Total Stockholder's Deficiency
    (170,820 )     (120,644 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 1,863     $ 11,410  

See accompanying notes to condensed unaudited financial statements.
 
 
4

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
Condensed Statements of Operations
(Unaudited)

   
For the Three
Months Ended
   
For the Nine
Months Ended
   
For the period from July 9, 2007 (Inception) to
 
   
June 30,
2011
   
June 30,
2010
   
June 30,
2011
   
June 30,
2010
   
June 30,
2011
 
Operating Expenses
                             
Professional fees
  $ 7,741     $ 9,185     $ 35,892     $ 58,322     $ 261,819  
General and administrative
    3,550       1,323       8,000       4,235       51,172  
Total Operating Expenses
    11,291       10,508       43,892       62,557       312,991  
                                         
Loss from Operations
    (11,291 )     (10,508 )     (43,892 )     (62,557 )     (312,991 )
                                         
Other Income / (Expense)
                                       
Interest Income
    -       5       2       8       888  
Interest Expense
    (2,742 )     (2,029 )     (8,236 )     (4,273 )     (16,060 )
                                         
Total Other Income / (Expense) - net
    (2,742 )     (2,024 )     (8,234 )     (4,265 )     (15,172 )
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (14,033 )     (12,532 )     (52,126 )     (66,822 )     (328,163 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (14,033 )   $ (12,532 )   $ (52,126 )   $ (66,822 )   $ (328,163 )
                                         
Net Loss Per Share  - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )        
                                         
Weighted average number of shares outstanding during the year/period - Basic and Diluted
    6,370,000       6,370,000       6,370,000       6,370,000          

See accompanying notes to condensed unaudited financial statements.
 
 
5

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
Condensed Statement of Changes in Stockholders’ Equity (Deficiency)
For the Period from July 9, 2007 (Inception) to June 30, 2011
(Unaudited)
 
   
Preferred Stock
   
Common stock
   
Additional
paid-in
   
Deficit
accumulated
during the
development
   
Subscription
   
Total
Stockholders'
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 )
In kind contribution of services
    -       -       -       -       1,950       -       -       1,950  
Net loss for the nine months ended June 30, 2011
    -       -       -       -       -       (52,126 )     -       (52,126 )
Balance, June 30, 2011
    -     $ -       6,370,000     $ 6,370     $ 150,973     $ (328,163 )   $ -     $ (170,820 )
 
See accompanying notes to condensed unauditedfinancial statements.
 
 
6

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
Condensed Statements of Cash Flows
(Unaudited)
 
   
For the Nine
Months ended
    For the
Period from
July 9, 2007
(Inception) to 
 
   
June 30,
2011
   
June 30,
2010
   
 June 30,
2011
 
Cash Flows Used in Operating Activities:
                 
Net Loss
  $ (52,126 )   $ (66,822 )   $ (328,163 )
  Adjustments to reconcile net loss to net cash used in operations
                       
    In-kind contribution of services
    1,950       1,950       10,343  
    Shares issued to founder for services
    -       -       5,000  
  Changes in operating assets and liabilities:
                       
      (Increase)Decrease In prepaid expenses
    (1,750 )     -       (1,750 )
      Increase in accounts payable and accrued expenses
    32,403       28,611       46,632  
      Increase in accrued interest payable
    8,226       4,273       16,051  
Net Cash Used In Operating Activities
    (11,297 )     (31,988 )     (251,887 )
                         
Cash Flows From Financing Activities:
                       
Proceeds from note payable
    -       65,000       69,585  
Repayment of loan payable
    -       -       (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  
Proceeds from issuance of common stock
    -       -       137,000  
Net Cash Provided by Financing Activities
    -       65,000       252,000  
                         
Net Increase/(Decrease) in Cash
    (11,297 )     33,012       113  
                         
Cash at Beginning of Period
    11,410       22,545       -  
                         
Cash at End of Period
  $ 113     $ 55,557     $ 113  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ 120  
                         
Supplemental disclosure of non-cash investing and financing activities:
                       
                         
Forgiveness of Related Accounts Payable
  $ -     $ -     $ 5,000  
 
See accompanying notes to condensed unaudited financial statements.
 
 
7

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Max Cash Media, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 9, 2007.  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 June 30, 2011 and September 30, 2010, 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 June 30, 2011 and 2010 there were no common share equivalents outstanding.
 
 
8

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

(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.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(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.

(J) Recent Accounting Pronouncements

ASU No. 2011-02; A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“TDR”).  In April, 2011, the FASB issued ASU No. 2011-02, intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. The Company intends to adopt the methodologies prescribed by this ASU by the date required, and is continuing to evaluate the impact of adoption of this ASU.
 
 
9

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements.  In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.   In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed.  This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs.  The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.

The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income.  In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
 
 
10

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

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

For the nine months ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $1,950 (See Note 7).

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)
 
 
11

 
 
MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

(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. On January 28, 2011 the Holder of the note extended the due date of the note to July 27, 2012.   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).
 
 
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MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
NOTE 7
RELATED PARTY TRANSACTIONS
 
For the nine months ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $1,950 (See Note 2(B)).

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) 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 $328,163 and a negative cash flow from operations of $251,887 since inception.  In addition, the Company has a stockholders’ deficiency of $170,820 and working capital deficiency of $120,820 as of June 30, 2011.  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.
 
 
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MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

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.
 
NOTE 9
SUBSEQUENT EVENTS
 
During August 2011, the Company issued $57,900 of 10% convertible notes payable due the earlier of January 31, 2013 or upon the completion by the Company of a securities offering or other financing in which the Company raises a minimum of one million dollars.  The notes and accrued interest will be converted into the same instruments issued in the offering at the same price and terms in the offering.  Each holder is limited in their conversion to 9.99% of the total outstanding common shares.  If the notes are not converted, the notes require the Company to pay interest in shares of common stock on the due date based on the 10 day weighted average price of the Company’s common stock or if not such price exists, at a rate determined by the Board of Directors.  The notes are unsecured.

The Company (i) is currently negotiating a reverse triangular merger (the “Merger”) with Prism Corporation, an Oklahoma corporation (“Prism”), a privately held company active in the oil, gas and energy business in several states of the southern and western United States, and (ii) may conduct a private placement offering (the “PPO”) for up to 2,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), to close simultaneously with the closing of the Merger.  At this stage, no definitive terms for the Merger or PPO have been agreed to between the Company and Prism, and neither party is currently bound to proceed with either transaction, and there can be no assurance that any such transaction will be definitively agreed to or that the Company will be able to raise funding for the PPO on acceptable terms or at all, or that all conditions to closing contained in any definitive agreements will be satisfied.

On August 9, 2011, the Company had a first closing of a private placement (the “Bridge Offering”) of $1,000,000 principal amount of our 8% Secured Convertible Promissory Notes (the “Notes”).  The Company may sell up to an additional $1,000,000 principal amount of Notes in the Bridge Offering (although there can be no assurance that this will occur).  The Notes will mature three months from the date of issuance.  Accrued interest will be payable at maturity or upon earlier conversion as described below.

All of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically be converted into shares of the Company’s Common Stock simultaneously with the closing of the Merger (if it occurs) at a price of $1.00 per share (subject to adjustment in certain circumstances).  Conversion of the Notes by any holder is subject to a customary 4.99% “blocker.”
 
 
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MAX CASH MEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

The net proceeds of the sale of the Notes in this closing was (and the net proceeds of any future sale of the Notes will be) utilized by the Company to make a loan (the “Bridge Loan”) to Prism under an 8% Secured Bridge Loan Promissory Note, under which all accrued interest is payable at maturity, and which will mature on the earlier to occur of (a) three months from the date of issuance or (b) the closing of any subsequent financing by Prism that results in gross proceeds to Prism of an amount equal to or greater than the aggregate amount loaned to Prism under the Bridge Loan; provided that upon the consummation of the Merger (if it occurs) prior to such maturity, all indebtedness of Prism to the Company (including accrued interest) represented by the Bridge Loan would be deemed canceled and paid in full.

The Notes are secured by: (i) a first priority security interest in all of the Company’s assets relating to the Bridge Loan, now owned or hereafter acquired by the Company; (ii) a first priority security interest in all of the tangible and intangible assets of Prism now owned or hereafter acquired by Prism; and (iii) a pledge by certain shareholders of Prism of 100% of the outstanding capital stock of Prism.
 
 
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ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statement Regarding Forward-Looking Information

This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements.

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 Securities and Exchange Commission.

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-Q 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 its 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 accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and accompanying notes included our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed with the Securities and Exchange Commission.
 
Limited Operating History

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.
 
 
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Material Changes in Results of Operations

We have not generated any revenues from operations for the period from July 9, 2007 (date of inception) through June 30, 2011.

Three Months Ended June 30, 2011

We incurred an operating loss of $11,291 for the three month period ended June 30, 2011, compared to an operating loss of $10,508 for the three month period ended June 30, 2010.  The increase in operating loss for the three month period ended June 30, 2011 was mainly due to a decrease in professional fees related to our financial reporting obligations, partially offset by higher general and administrative expenses.

Net loss for the three month period ended June 30, 2011 was $14,033, compared to a net loss of $12,532 for the three month period ended June 30, 2010.   Expenses in the three month period ended June 30, 2011 were comprised of professional fees of $7,741, general and administrative expenses of $3,550, and net interest expenses of $2,742.

Interest expenses related to the promissory notes that we issued on July 29, 2009 and May 10, 2010 were $2,742 for the three months ended June 30, 2011.  The convertible promissory note issued on July 29, 2009 is in the principal amount of $50,000, it bears interest at an annual rate of 9%, it is due on July 27, 2012, and it may be converted into shares of our common stock at a conversion price per share to be agreed by the Company and the note holder.  The promissory note issued on May 10, 2010 is in the principal amount of $65,000, it bears interest at an annual rate of 10% and it is due on November 9, 2011.

Nine Months Ended June 30, 2011

We incurred an operating loss of $43,892 for the nine month period ended June 30, 2011, compared to an operating loss of $62,557 for the nine month period ended June 30, 2010.  The decrease in operating loss for the nine month period ended June 30, 2011 was mainly due to decreased professional fees related to our financial reporting obligations, partially offset by higher general and administrative expenses.

Net loss for the nine month period ended June 30, 2011 was $52,126, compared to a net loss of $66,822 for the nine month period ended June 30, 2010.   Expenses in the nine month period ended June 30, 2011 were comprised of professional fees of $35,892, general and administrative expenses of $8,000, and net interest expenses of $8,234.

Interest expenses related to the promissory notes that we issued on July 29, 2009 and May 10, 2010 were $8,236 for the nine months ended June 30, 2011.  The convertible promissory note issued on July 29, 2009 is in the principal amount of $50,000, it bears interest at an annual rate of 9%, it is due on July 27, 2012, and it may be converted into shares of our common stock at a conversion price per share to be agreed by the Company and the note holder.  The promissory note issued on May 10, 2010 is in the principal amount of $65,000, it bears interest at an annual rate of 10% and it is due on November 9, 2011.
 
 
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Period from Inception to June 30, 2011

We incurred an operating loss of $312,991 for the period from July 9, 2007 (inception) through June 30, 2011, and 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 to fund our operations.

Net losses for the period from July 9, 2007 (inception) through June 30, 2011 amounted to $328,163.   Expenses in that period were comprised of professional fees of $261,819, general and administrative expenses of $51,172, and net interest expenses of $15,172.

Liquidity and Capital Resources

Since our inception, we have been financed primarily by loans and private placements of our common stock.  We raised $25,500 from July 9, 2007 (inception) through September 30, 2007 and $137,000 in October 2007 from sales 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 of $252,000 since inception through June 30, 2011 have been used principally as follows: (a) $51,172 in general and administrative expenses, and (b) $261,819 in professional fees in connection with the filing of a registration statement and our financial reporting requirements.  At June 30, 2011, we had available cash balances of $113 which are held in interest bearing bank accounts.

As reflected in the accompanying financial statements, we are in the development stage with no operations, we have used net cash in operations of $251,887 from inception, and have a net loss since inception of $328,163. The Company also has a working capital deficiency of $120,820 and a stockholders’ deficiency of $170,820 as of June 30, 2011.    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.

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 maintain our public company regulatory requirements and execute our business plan. 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.
 
 
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Subsequent Events

On August 1, 2011, we conducted a first closing of a private placement offering solely to existing investors of our 10% convertible promissory notes. In the first closing of this offering, we sold $57,900 in principal amount of the notes.

The notes bear interest at a rate of 10% per annum, mature on January 13, 2013, and both the principal and accrued interest will be mandatorily converted upon the closing of, and into the securities issued in, the next financing in which we sell at least $1,000,000 of our securities, at a price equal to either (a) the price per share of stock (or unit of stock and other securities) paid by investors in the next securities offering or other financing by us, if the financing is an issuance of stock (or unit of stock and other securities), or (b) the price paid by investors in the next securities offering or other financing by us, expressed as a percentage of the face amount of debt securities, if the financing is an issuance of debt securities (or units of debt securities and other securities) (including debt securities convertible into stock).
 
Prism Corporation

We (i) are currently negotiating a reverse triangular merger (the “Merger”) with Prism Corporation, an Oklahoma corporation (“Prism”), a privately held company active in the oil, gas and energy business in several states of the southern and western United States, and (ii) may conduct a private placement offering (the “PPO”) for up to 2,500,000 shares of our common stock, par value $0.0001 (the “Common Stock”), to close simultaneously with the closing of the Merger.  At this stage, no definitive terms for the Merger or PPO have been agreed to between us and Prism, and neither party is currently bound to proceed with either transaction, and there can be no assurance that any such transaction will be definitively agreed to or that we will be able to raise funding for the PPO on acceptable terms or at all, or that all conditions to closing contained in any definitive agreements will be satisfied.

On August 9, 2011, we had a first closing of a private placement (the “Bridge Offering”) of $1,000,000 principal amount of our 8% Secured Convertible Promissory Notes (the “Notes”).  We may sell up to an additional $1,000,000 principal amount of Notes in the Bridge Offering (although there can be no assurance that this will occur).  The Notes will mature three months from the date of issuance.  Accrued interest will be payable at maturity or upon earlier conversion as described below.

All of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically be converted into shares of our Common Stock simultaneously with the closing of the Merger (if it occurs) at a price of $1.00 per share (subject to adjustment in certain circumstances).  Conversion of the Notes by any holder is subject to a customary 4.99% “blocker.”

The net proceeds of the sale of the Notes in this closing was (and the net proceeds of any future sale of the Notes will be) utilized by us to make a loan (the “Bridge Loan”) to Prism under an 8% Secured Bridge Loan Promissory Note, under which all accrued interest is payable at maturity, and which will mature on the earlier to occur of (a) three months from the date of issuance or (b) the closing of any subsequent financing by Prism that results in gross proceeds to Prism of an amount equal to or greater than the aggregate amount loaned to Prism under the Bridge Loan; provided that upon the consummation of the Merger (if it occurs) prior to such maturity, all indebtedness of Prism to us (including accrued interest) represented by the Bridge Loan would be deemed canceled and paid in full.
 
 
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The Notes are secured by: (i) a first priority security interest in all of our assets relating to the Bridge Loan, now owned or hereafter acquired by the Company; (ii) a first priority security interest in all of the tangible and intangible assets of Prism now owned or hereafter acquired by Prism; and (iii) a pledge by certain shareholders of Prism of 100% of the outstanding capital stock of Prism.

The sale of the Notes was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as transactions by an issuer not involving a public offering.  The purchasers of the securities represented their intention to acquire the Notes for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the certificates issued in such transactions.  All purchasers of the Notes represented and warranted, among other things, that they were accredited investors within the meaning of Regulation D and/or non-U.S. persons within the meaning of Regulation S, that they had the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of an investment in the Notes and had the ability to bear the economic risks of the investment, and that they had adequate access to information about us.

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 its 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.
 
 
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Off Balance Sheet Transactions

None.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The management of Max Cash Media, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Noah Levinson, our Chief Executive and 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 Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive and financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.
 
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 of 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. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of June 30, 2011; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:
 
 
21

 
 
 
1. 
We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.
 
 
2.
We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:
 
Management believes that the material weaknesses set forth the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, would remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
 
 
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Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.
 
Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors

Not applicable.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
We issued no equity securities during the quarter ended June 30, 2011.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. (Removed and Reserved)
 
Item 5. Other Information.
 
None.
 
Item 6. Exhibits.
 
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
 
10.1
Securities Purchase Agreement dated as of August 4, 2011 by and between the Registrant and the Buyer(s) set forth therein
 
10.2
Registration Rights Agreement dated as of August 4, 2011 by and between the Registrant and the Buyer(s) set forth therein
 
10.3
Form of 8% Secured Convertible Promissory Note
 
10.4
Prism Security Agreement dated as of August 4, 2011 by and between the Registrant and Prism Corporation
 
10.5
Pledge Agreement dated as of August 4, 2011 by and between the Registrant and the Pledgor(s) set forth therein
 
10.6
Bridge Loan Agreement dated as of August 4, 2011 by and between the Registrant and Prism Corporation
 
10.7
Company Security Agreement dated as of August 4, 2011 by and between the Registrant and Prism Corporation
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  MAX CASH MEDIA, INC.  
       
August 15, 2011  
By: 
/s/ Noah Levinson  
   
Noah Levinson, Chief Executive Officer
and Chief Financial Officer
 
 
 
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