SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
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x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended September 30, 2008
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from ___________ to ___________
Commission
File No. 333-148722
MAX
CASH MEDIA, INC.
(Name of
small business issuer in its charter)
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NEVADA
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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50
Brompton Road, Apt. 1X
Great
Neck, NY
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11021
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(Address
of principal executive offices)
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(Zip
Code)
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(646)
303-6840
(Registrant’s
telephone number, including area code)
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Securities
registered under Section 12(b) of the Exchange Act:
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Title
of each class registered:
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Name
of each exchange on which registered:
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None
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None
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Securities
registered under Section 12(g) of the Exchange Act:
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Common
Stock, par value $.001
(Title
of class)
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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 xNo
o
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes xNo
o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the 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. o
Revenues
for year ended September 30, 2008: $0
Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of September 30, 2008, was: $0
Number of
shares of the registrant’s common stock outstanding as of December 30, 2008 was:
6,370,000
Transitional
Small Business Disclosure
Format:
Yes
o No
x
TABLE
OF CONTENTS
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PART
I
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ITEM
1.
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1
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ITEM
2.
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2
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ITEM
3.
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2
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ITEM
4.
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2
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PART
II
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3 |
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ITEM
5.
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3
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ITEM
6.
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3 |
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ITEM
7.
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4
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ITEM
7A.
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6 |
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ITEM
8.
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F-1
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ITEM
9.
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7
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ITEM
9A.
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7
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PART
III
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7
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ITEM10.
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7 |
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ITEM
11.
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8
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ITEM
12.
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9
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ITEM
13.
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9
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PART
IV
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9 |
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ITEM
14.
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9
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ITEM
15.
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10
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SIGNATURES
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11
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PART
I
General
We were
incorporated in July 2007 in Nevada with the intention of acquiring and
marketing intellectual properties within the entertainment
industry. Initially, we intend to introduce our web site as a
destination for writers looking to market their intellectual
property. Once in possession of said properties, we will actively
market them to various avenues within the entertainment industry.
We are
establishing business relationships with talent agencies, film academies, film
festivals, and literary magazines. We will look to form strategic
partnerships that will allow us to market our properties.
Properties
We are in
preliminary talks to acquire our first property. We intend for the
screenplay “Bring Back the Clowns” to be our first business venture. The story
is of a Puerto Rican/Jewish family living in City Island in the Bronx, NY with a
crazy matriarchal grandmother and her lovable grandson. The Latino market
is virtually untouched in Hollywood and this film has potential to generate huge
revenues. Actress Salma Hayek recently created a production company
to market exactly this kind of project. An article in the Boston
Herald read, “Salma Hayek and Metro-Goldwyn-Mayer Inc. have formed a new
production company aiming to create movies that not only feature Latino themes
and talent, but also have mass-market appeal.” Various people in the
entertainment industry feel that this is an exciting new concept as well as a
great way to tap into unknown talent.
COMPETITION
We plan
on soliciting material from everyday people who have a story or an idea that
they do not know how to market. We can capitalize on the “average
joe” who has always had an idea and never had an outlet for it.
We expect
that the company’s web site will compete with talent agencies, movie studios and
literary magazines for intellectual property. We will not have the
marketing dollars or the exposure that they have, but we will have a major
advantage over the big players in the industry as they have certain restrictions
in place for unsolicited material. Many companies have the following
practices in place:
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1
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Movie
studios generally do not accept unsolicited material for fear of copyright
infringement lawsuits. When unsolicited material enters the
mailroom it is promptly sent back to its
sender.
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2
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Movie
studios generally only look to acquire screenplays and
books. This is usually done through literary agencies, talent
agencies and publishing companies.
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MARKETING
We will
look to market itself via its web site and advertising materials. We
will advertise in trade publications, literary magazines, film academy
literature, writing workshops, and at film festivals. We will look to
utilize existing mailing and email lists of these organizations to promote the
web site and drive submissions.
We
believe that through the use of ‘guerilla marketing’ we will be able to keep
costs to a minimum and create a buzz in the entertainment
community. As word of mouth spreads, we hope to be inundated with
submitted material.
Web
Site
We will
design an exciting and interactive web site to encourage the submission of
material. The web site will allow individuals to upload their content
which will then be emailed to one of our staff readers.
Acquisition
Cost for Properties
When a
property is acquired, we will receive North American rights and a one- year film
option. We will pay $500 for the submitted product. This
will allow ample time to market the said product.
Promotions
We will
conduct marketing in support of the URL which will address two basic goals: to
build our brand and to solicit for submissions. Our promotional tactics can be
categorized into three areas: advertising, film festival and film academy
promotions and public relations.
Advertising
We expect
to aggressively advertise in such publications as The Hollywood Reporter, and
Daily Variety, which are the two largest trade publications in the entertainment
industry. We will establish strategic partnerships with entertainment
web sites to drive traffic to our web site.
Film Festival & Film
Academy Promotions
We will
sponsor events at film festivals. We will establish a presence at
such film festivals as The Sundance Film Festival and The Tribeca Film Festival,
which are two most high profile film festivals in the United
States. We will look to distribute literature through gift bags and
giveaways.
The
company will sponsor writing competitions at film academies and writing
workshops. This will generate brand awareness and drive submissions
to the web site.
Public
Relations
In
addition to advertising and promotions, we will use traditional public relations
to raise awareness of us. Our public relations strategy is designed to build
brand awareness with limited cash outlay. We plan to develop a media kit that
will contain information about us and our vision. We plan to build brand
awareness with paid advertising. We hope to have an on-site presence at film
academies and film schools. We plan to seek endorsements from celebrities and
established mainstream writers. Also, we will work to establish relations with
key entertainment reporters such as Army Archerd and opinion leaders in trade
publications.
Our
business office is located at 50 Brompton Road, Apt. 1X, Great Neck, NY,
11021.
We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
None.
PART
II
Our
common stock has been approved to trade on the OTC Bulletin Board
system under the symbol “APBS” since February 4, 2008. However, to date there
has been no trading market for our Common Stock.
The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
Holders
As of
December 30, 2008, we had 44 shareholders of our common stock.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock. Although we intend to retain our earnings, if any, to finance the
exploration and growth of our business, our Board of Directors will have the
discretion to declare and pay dividends in the future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Recent Sales of Unregistered
Securities
None
Equity Compensation Plan
Information
The
following table sets forth certain information as of December 29, 2008, with
respect to compensation plans under which our equity securities are authorized
for issuance:
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(a)
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(b)
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(c)
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_________________
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_________________
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_________________
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Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
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Weighted-average
exercise price of outstanding options, warrants and rights
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Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
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Equity
compensation
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None
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Plans
approved by
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Security
holders
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Equity
compensation
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None
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Plans
not approved
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By
security holders
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Total
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Much of
the discussion in this Item is "forward looking." Actual operations and results
may materially differ from present plans and projections due to changes in
economic conditions, new business opportunities, changed business conditions,
and other developments. Other factors that could cause results to differ
materially are described in our filings with the 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-K to be accurate as of the date hereof.
Changes may occur after that date. We will not update that information except as
required by law in the normal course of 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
related notes contained in Item 1 of Part I of this Form 10-K.
Plan
of Operation
We have
not begun operations, and we require outside capital to implement our business
model.
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1.
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We
believe we can begin to implement our plan to acquire intellectual
property.
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2.
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All
functions will be coordinated and managed by the founder of the Company,
including marketing, finance and operations. We intend to hire a part-time
employee to coordinate marketing efforts and read submissions. The time
commitment of the position will depend upon the aggressiveness of our
submissions, but we believe it will require a minimum of $15,000 to hire
the personnel needed to assist with our new business
activity.
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3.
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We
intend to launch our web site and begin targeted marketing to drive
submissions by the end of the second quarter of 2009. We intend to support
these marketing efforts through advertising and the development of
high-quality printed marketing materials to distribute at writing
workshops, film academies and film festivals. We expect the total cost of
the marketing program to range from $10,000 to $75,000. During
this preliminary launch period, we also expect to invest between $1,000
and $5,000 in accounting software.
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4.
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Within
90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate submissions and acquire our first
properties.
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In
summary, we should be generating revenues from our acquired property within 180
days of out first product purchase and a maximum of 240 days. If we are unable
to market effectively our acquired properties, we may have to suspend or cease
our efforts. If we cease our previously stated efforts, we do not
have plans to pursue other business opportunities.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operations is subject to
attaining adequate revenue or financing. We cannot assure investors that we will
generate the revenues needed or that additional financing will be available. In
the absence of attaining adequate revenue or additional financing, we may be
unable to proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $150,000. We do not anticipate the
purchase or sale of any signigicant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs base on current planning and business
conditions. The exact allocation, purposes and timing of any monies raise in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business
plan. We anticipate that depending on market conditions and our plan of
operations, we may incur operating losses in the foreseeable future. Therefore,
our auditors have raised substantial doubt about our ability to continue as a
going concern.
Limited
Operating History
We have
generated less than two full years of financial information and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing. We cannot guarantee that the expansion efforts
described in this Memorandum will be successful. Our business is
subject to risks inherent in growing an enterprise, including limited capital
resources and possible rejection of our acquired properties.
Future
financing may not be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution
to existing shareholders.
Results
of Operations
For the
period from inception through September 30, 2008, we had no revenue. Expenses
for the period totaled $145,358 resulting in a loss of $144,493. Expenses of
$145,358 for the period consisted of $18,850 for general and administrative
expenses and $126,508 for professional fees.
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 if 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.
Recent Accounting
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.
This
statement permits entities to choose to measure many financial instruments and
certain other items at fair value. Most of the provisions of SFAS No. 159 apply
only to entities that elect the fair value option. However, the amendment to
SFAS No. 115 “Accounting for
Certain Investments in Debt and Equity Securities” applies to all
entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In March
2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 160,
“Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
Market
risk is the risk of loss from adverse changes in market prices and interest
rates. We do not have substantial operations at this time so they are not
susceptible to these market risks. If, however, they begin to
generate substantial revenue, their operations will be materially impacted by
interest rates and market prices.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF September 30, 2008
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
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PAGE
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F-1
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REPORT
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM
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PAGE
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F-2
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BALANCE
SHEETS AS OF SEPTEMBER 30, 2008 AND 2007.
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PAGE
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F-3
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STATEMENTS
OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2008, FOR THE PERIOD FROM
JULY 9, 2007 (INCEPTION) TO SEPTEMBER 30, 2007, AND FOR THE PERIOD FROM
JULY 9, 2007 (INCEPTION) TO SEPTEMBER 30, 2008.
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PAGE
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F-4
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STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM JULY
9, 2007 (INCEPTION) TO SEPTEMBER 30, 2008.
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PAGE
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F-5
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STATEMENTS
OF CASH FLOWS FOR YEAR ENDED SEPTEMBER 30, 2008, FOR THE PERIOD FROM JULY
9, 2007 (INCEPTION) TO SEPTEMBER 30, 2007, AND FOR THE PERIOD FROM JULY 9,
2007 (INCEPTION) TO SEPTEMBER 30, 2008.
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PAGES
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F-6
- F-10
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NOTES
TO FINANCIAL STATEMENTS.
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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of:
Max Cash
Media, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheets of Max Cash Media, Inc. (A Development
Stage Company) as of September 30, 2008 and 2007, and the related statements of
operations, changes in shareholder’s equity (deficiency) and cash flows for
the year ended September 30, 2008, the period from July 9, 2007 (inception)
through September 30, 2007, and the period from July 9, 2007 (inception) through
September 30, 2008. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Max Cash Media, Inc. (A Development
Stage Company) as of September 30, 2008 and 2007 and the results of its
operations and its cash flow for the for the year ended September 30, 2008, the
period from July 9, 2007 (inception) through September 30, 2007, and the period
from July 9, 2007 (inception) through September 30, 2008, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is in the development stage with no
operations, has a net loss since inception of $144,493 and used cash in
operations of $133,967 since inception. This raises substantial doubt
about its ability to continue as a going concern. Management’s plans
concerning this matter are also described in Note 5. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
WEBB
& COMPANY, P.A.
Certified
Public Accountants
Boynton
Beach, Florida
November
20, 2008
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Max
Cash Media, Inc.
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(A
Development Stage Company)
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Balance
Sheets
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ASSETS
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September 30, 2008
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September 30, 2007
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Current
Assets
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Cash
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|
$ |
3,033 |
|
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$ |
100 |
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Prepaid
Expense
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|
4,167 |
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- |
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Total
Assets
|
|
$ |
7,200 |
|
|
$ |
100 |
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LIABILITIES AND
STOCKHOLDERS' EQUITY/(DEFICIENCY)
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|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$ |
6,500 |
|
|
$ |
10,000 |
|
|
Loan payable - related party
|
|
|
- |
|
|
|
1,100 |
|
|
Total Liabilities
|
|
|
6,500 |
|
|
|
11,100 |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (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
5,255,000
|
|
|
|
|
|
|
|
|
|
issued
and outstanding, respectively
|
|
|
6,370 |
|
|
|
5,255 |
|
|
Additional
paid-in capital
|
|
|
138,823 |
|
|
|
25,838 |
|
|
Less:
Stock subscription receivable
|
|
|
- |
|
|
|
(25,500 |
) |
|
Deficit
accumulated during the development stage
|
|
|
(144,493 |
) |
|
|
(16,593 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity/(Deficiency)
|
|
|
700 |
|
|
|
(11,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity/(Deficiency)
|
|
$ |
7,200 |
|
|
$ |
100 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to
financial statements.
|
Max
Cash Media, Inc.
|
|
|
(A
Development Stage Company)
|
|
|
Statement of
Operations
|
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
For the period from July 9, 2007(inception)
to
|
|
|
For the period from July 9, 2007(inception)
to
|
|
|
|
|
September 30, 2008
|
|
|
September 30, 2007
|
|
|
September 30, 2008
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
$ |
115,508 |
|
|
$ |
11,000 |
|
|
$ |
126,508 |
|
|
General
and administrative
|
|
|
13,257 |
|
|
|
5,593 |
|
|
|
18,850 |
|
|
Total
Operating Expenses
|
|
|
128,765 |
|
|
|
16,593 |
|
|
|
145,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations
|
|
|
(128,765 |
) |
|
|
(16,593 |
) |
|
|
(145,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
865 |
|
|
|
- |
|
|
|
865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
|
|
(127,900 |
) |
|
|
(16,593 |
) |
|
|
(144,493 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(127,900 |
) |
|
$ |
(16,593 |
) |
|
$ |
(144,493 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Share - Basic and Diluted
|
|
$ |
(0.02 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during
the year/period - Basic and Diluted
|
|
|
6,348,962 |
|
|
|
5,005,663 |
|
|
|
|
|
See accompanying notes to
financial statements.
|
Max
Cash Media, Inc.
|
|
|
(A
Development Stage Company)
|
|
|
Statement
of Changes in Stockholders' Equity(Deficiency)
|
|
|
For the period from
July 9, 2007 (Inception) to September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
Common
stock
|
|
|
Additional
|
|
|
accumulated
during
|
|
|
|
|
|
Total
Stockholder's
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in
|
|
|
development
|
|
|
Subscription
|
|
|
Equity/
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
capital
|
|
|
stage
|
|
|
Receivable
|
|
|
(Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
July 9, 2007
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services to founder ($0.001)
|
|
|
- |
|
|
|
- |
|
|
|
5,000,000 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.10/ per share)
|
|
|
- |
|
|
|
- |
|
|
|
255,000 |
|
|
|
255 |
|
|
|
25,245 |
|
|
|
- |
|
|
|
(25,500 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
593 |
|
|
|
- |
|
|
|
- |
|
|
|
593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period July 9, 2007 (inception) to September 30,
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(16,593 |
) |
|
|
- |
|
|
|
(16,593 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2007
|
|
|
- |
|
|
|
- |
|
|
|
5,255,000 |
|
|
|
5,255 |
|
|
|
25,838 |
|
|
|
(16,593 |
) |
|
|
(25,500 |
) |
|
|
(11,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.10/ per share)
|
|
|
- |
|
|
|
- |
|
|
|
1,115,000 |
|
|
|
1,115 |
|
|
|
110,385 |
|
|
|
- |
|
|
|
- |
|
|
|
111,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
received for subscription receivable
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
25,500 |
|
|
|
25,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,600 |
|
|
|
- |
|
|
|
- |
|
|
|
2,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended September 30, 2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(127,900 |
) |
|
|
- |
|
|
|
(127,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2008
|
|
|
- |
|
|
$ |
- |
|
|
|
6,370,000 |
|
|
$ |
6,370 |
|
|
$ |
138,823 |
|
|
$ |
(144,493 |
) |
|
$ |
- |
|
|
$ |
700 |
|
See accompanying notes to
financial statements.
|
Max
Cash Media, Inc.
|
|
|
(A
Development Stage Company)
|
|
|
Statements of Cash
Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
For the Period from July 9, 2007(Inception)
to
|
|
|
For the Period from July 9, 2007(Inception) to
|
|
|
|
|
September 30, 2008
|
|
|
September 30, 2007
|
|
|
September 30, 2008
|
|
|
Cash
Flows Used in Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$ |
(127,900 |
) |
|
$ |
(16,593 |
) |
|
$ |
(144,493 |
) |
|
Adjustments
to reconcile net loss to net cash used in operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services
|
|
|
2,600 |
|
|
|
593 |
|
|
|
3,193 |
|
|
Shares
issued to founder for services
|
|
|
- |
|
|
|
5,000 |
|
|
|
5,000 |
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in prepaid expenses
|
|
|
(4,167 |
) |
|
|
- |
|
|
|
(4,167 |
) |
|
(Decrease)
Increase in accounts payable and accrued expenses
|
|
|
(3,500 |
) |
|
|
10,000 |
|
|
|
6,500 |
|
|
Net
Cash Used In Operating Activities
|
|
|
(132,967 |
) |
|
|
(1,000 |
) |
|
|
(133,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from loan payable- Related party
|
|
|
- |
|
|
|
1,100 |
|
|
|
1,100 |
|
|
Repayment
of loan payable - Related party
|
|
|
(1,100 |
) |
|
|
- |
|
|
|
(1,100 |
) |
|
Proceeds
from issuance of common stock
|
|
|
137,000 |
|
|
|
- |
|
|
|
137,000 |
|
|
Net
Cash Provided by Financing Activities
|
|
|
135,900 |
|
|
|
1,100 |
|
|
|
137,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
2,933 |
|
|
|
100 |
|
|
|
3,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Year/Period
|
|
|
100 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Year/Period
|
|
$ |
3,033 |
|
|
$ |
100 |
|
|
$ |
3,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Cash
paid for taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
See accompanying notes to
financial statements.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 AND
2007
NOTE 1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
(A)
Organization
Max Cash Media, Inc. (a development
stage company) (the "Company") was incorporated under the laws of the State of
Nevada on July 9, 2007. Max Cash Media, Inc. will acquire and market
intellectual properties in the entertainment industry.
Activities
during the development stage include developing the business plan and raising
capital.
(B) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At September
30, 2008 and 2007, 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 Financial Accounting Standards No. 128,
“Earnings Per Share.” As of September 30, 2008 and 2007, there were
no common share equivalents outstanding.
(E) Income
Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”). Under SFAS 109, 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
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 AND
2007
As of
September 30, 2008, the Company has a net operating loss carryforward of
approximately $136,300 available to offset future taxable income through
2028. The valuation allowance at September 30, 2008 was
$52,048. The net change in the valuation allowance for the year ended
September 30, 2008 was an increase of $48,308.
(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 Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “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) Recent Accounting
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement did not have a material effect on the Company's
financial statements.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 AND
2007
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”). SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of
operations or cash flows.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 AND
2007
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
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
year ended September 30, 2008, a shareholder of the Company contributed services
having a fair value of $2,600 (See Note 4).
For the
year ended September 30, 2007, the shareholder of the Company contributed
services having a fair value of $593. (See Note 4)
(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.
NOTE
3 COMMITMENTS
On
October 15, 2007, the Company entered into a consulting agreement 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.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 AND
2007
NOTE
4 RELATED PARTY
TRANSACTIONS
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)).
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.
For the
year ended September 30, 2007, the 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.
NOTE
5 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, used cash in operations of $133,967 from
inception, and has a net loss since inception of $144,493. This
raises substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and implement its
business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
Our
accountant is Webb & Company, P.A., independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in the
Company’s internal control over financial reporting during the quarter
ended September 30, 2008 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
PART
III
We have
two Directors and two Officers as follows:
|
Name
|
Age
|
Positions
and Offices Held
|
|
Noah
Levinson
|
35
|
President,
CEO, CFO & Director
|
|
Irv
Pyun
|
51
|
Secretary
& Director
|
Noah
Levinson
Noah
Levinson is currently the Vice President and Operations Manager for
Refinance.com, a privately held mortgage bank in New York. Previous
to the mortgage business, Mr. Levinson worked extensively in the entertainment
industry. His first job out of college was at EMI Records doing dance
music promotion. Mr. Levinson then served as a personal assistant to
actor Danny DeVito in Los Angeles, and cultivated many relationships in the
field. After two years in California, Mr. Levinson returned to New
York to pursue his passion in public relations. Following several
consulting positions, Mr. Levinson created his own boutique public relations
firm, Citiwide Media Inc., and handled events for such clients as New Line
Cinema, Sundance Channel, and the Raul Julia Ending Hunger fund.
Irv
Pyun
Irv
Pyun is
Senior Vice President of TriSure Benefits LLC. He was previously
owner and CEO of Benefit Solutions Group, Inc., an employee benefits
brokerage/consulting firm in Raleigh. Irv attended Brown University
and has over 27 years of experience evaluating group insurance
plans. He was an officer and manager of the Group Underwriting
Department with The Prudential Insurance Company of America and was responsible
for underwriting group accounts ranging from 100 to 20,000
employees. He is familiar with various funding mechanisms for all
types of benefit plans whether they are fully insured, partially self-insured,
or self-insured. As an independent brokerage consultant, he has been
advising employers on their employee benefit programs for more than 22 years,
and served as Chairman of the Select Committee on Health Care for the City of
Raleigh. Irv is also a partner with Vesta Enterprises, LLC, a venture
firm specializing in real estate. Mr. Pyun is also currently involved
with the production of two movies and a PBS TV show.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
Audit
Committee
We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation
S-B is beyond its limited financial resources and the financial skills of such
an expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the
limited scope and simplicity of accounting issues raised in its financial
statements at this stage of its development.
Certain Legal
Proceedings
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
Compliance With Section
16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended September
30, 2008.
Code of
Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
Compensation of Executive
Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
year ended September 30, 2008 and 2007 in all capacities for the accounts
of our executives, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO):
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Non-Qualified
Deferred Compensation Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noah
Levinson
President,
CEO, CFO, & Director
|
2008
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
2007
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Irv
Pyun Secretary &
Director
|
2008
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
| |
2007
|
|
$ |
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
|
|
|
|
|
|
|
|
|
Noah
Levinson
|
5,000,000
|
78.13%
|
|
50
Brompton Road
|
|
|
|
Apt.
1X
|
|
|
|
Great
Neck, NY 11021
|
|
|
|
|
|
|
|
All
Executive Officers
|
|
|
|
and
Directors as a Group
|
|
|
|
(1
Person)
|
|
|
We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
Audit
Fees
For the
period ended September 30, 2007 and the year ended September 30, 2008, we were
billed approximately $5,163 and 6,945, respectively for professional
services rendered for the audit of our financial statements.
Audit Related
Fees
There
were no fees for audit related services for the period ended September 30, 2007
and the year ended September 30, 2008.
Tax Fees
For the
period ended September 30, 2007 and the year ended September 30, 2008, we were
not billed for professional services rendered for tax compliance, tax advice,
and tax planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the period ended September 30, 2007 and the year ended
September 30, 2008.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us or our subsidiaries to render any
auditing or permitted non-audit related service, the engagement be:
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
We do not
have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does not have records of what
percentage of the above fees were pre-approved. However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
Exhibits
# Title
14 Code
of Ethics
31.1
Certification of President, Chief Executive Officer, Chief Financial
Officer, Chairman of the Board of Directors Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1
Certification of President, Chief Executive Officer, Chief Financial Officer,
Chairman of the Board of Directors Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
|
|
MAX
CASH MEDIA, INC.
|
|
|
|
|
By:
|
/s/Noah
Levinson
|
|
|
President
Chief
Executive Officer,
Chief
Financial Officer,
and
Director
|
|
By:
|
/s/Irv
Pyun
|
|
|
Secretary
and Director
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
/s/ Noah
Levinson
|
|
President,
Chief Executive Officer
|
|
|
|
|
|
Chief
Financial Officer, and Director |
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11