UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 2

(Mark One)

For the fiscal year ended: September 30, 2011

For the transition period from _______ to _______

Commission File Number: 333-148722

MAX CASH MEDIA, INC.

(Exact name of registrant as specified in its charter)

50 Brompton Road, Apt. 1X

Great Neck, NY 11021

(Address of principal executive offices)

(646) 303-6840

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £   No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes S   No £

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S   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 S   No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerate filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £   No S

As of January 12, 2012 there were 6,370,000 shares of the registrant’s common stock, par value $0.001, issued and outstanding. Of these, 1,370,000 shares were held by non-affiliates of the registrant. The aggregate market value of the voting and non-voting common equity held by non-affiliates was $0 as the registrant’s stock did not then and does not presently trade.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable.

MAX CASH MEDIA, INC.

EXPLANATORY NOTE

This Amendment No. 2 to Max Cash Media, Inc.’s (the Company”) Annual Report on Form 10-K for the year ended September 30, 2011 (“Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2012, is being filed solely to correct a scrivener’s error on the cover page of the Form 10-K, to check the box marked “No” (instead of the box marked “Yes”) with respect to whether the Company is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).

As reported on a Current Report on Form 8-K filed by the Company with the SEC November 4, 2011, on August 9, 2011, the Company had a closing of a private placement of $1,000,000 principal amount of its 8% Secured Convertible Promissory Notes (the “Bridge Notes”), and the net proceeds of the sale of the Bridge Notes was used by the Company to make a loan to Prism Corporation, an Oklahoma corporation, a privately held company active in the oil, gas and energy business in several states of the southern and western United States.  

Prior to these transactions, the Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).  The Company believes that the transactions described above have had the effect of causing the Company to cease to be a shell company as of August 9, 2011.  As of that date, the Company had assets primarily consisting of a note payable in the principal amount of $1 million.

No changes have been made to the Form 10-K other than the change on the cover page described above. This Amendment No. 2 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.