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 March 31, 2010

¨	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 o

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 o No o

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 o	Accelerated filer o	Non-accelerated filer o	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 o

There were 6,370,000 shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 24, 2010.

MAX CASH MEDIA, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4T.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	(Removed and Reserved)	19

Item 5.	Other Information	19

Item 6.	Exhibits	19

SIGNATURES		20

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Page

Condensed Balance Sheets as of March 31, 2010 (unaudited) and as of September 30, 2009	4

Condensed Statements of Operations for the three months ended March 31, 2010 and 2009 and
for the period from July 9, 2007 (Inception) to March 31, 2010 (unaudited)	5

Condensed Statement of Changes in Stockholders’ Equity/(Deficit)
for the period from July 9, 2007 (Inception) to March 31, 2010 (unaudited)	6

Condensed Statements of Cash Flows for the three months ended March 31, 2010 and 2009
(unaudited) and for the period from July 9, 2007 (Inception) to March 31, 2010 (unaudited)	7

Notes to Condensed Financial Statements (unaudited)	8

Max Cash Media, Inc.

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	March 31,		September 30,
	2010		2009
	(Unaudited)

Current Assets
Cash	$	2	$	22,545
Total Assets	$	2	$	22,545

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)


Current Liabilities
Accounts Payable	$	32,389		$	4,186
Accrued Interest Payable		3,021			777
Current Liabilities		35,410			4,963

Long Term Liabilities
Convertible Notes Payable		50,000			50,000

Total Liabilities		85,410			54,963


Commitments and Contingencies

Stockholders' Equity /(Deficit)
Preferred stock, $0.001 par value; 10,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 100,000,000 shares
authorized, 6,370,000 shares issued and outstanding, respectively		6,370			6,370
Additional paid-in capital		147,723			146,423
Deficit accumulated during the development stage		(239,501	)		(185,211	)
Total Stockholders' Equity/(Deficit)		(85,408	)		(32,418	)

Total Liabilities and Stockholders' Equity/(Deficit)	$	2		$	22,545

See accompanying notes to condensed financial statements.

Max Cash Media, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended						For the period from July 9, 2007
	March 31, 2010			March 31, 2009			March 31, 2010			March 31, 2009			(inception) to March 31, 2010
Operating Expense
Professional fees	$	14,123		$	3,958		$	49,137		$	11,277		$	204,970
General and administrative		1,250			3,655			2,912			7,714			32,377
Total Operating Expense		15,373			7,613			52,049			18,991			237,347

Loss from Operations		(15,373	)		(7,613	)		(52,049	)		(18,991	)		(237,347	)

Other Income / (Expense)
Interest Income		1			-			3			-			868
Interest Expense		(1,110	)		-			(2,244	)		-			(3,022	)

Total Other Income / (Expense) - net		(1,109	)					(2,241	)		-			(2,154	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(16,483	)		(7,613	)		(54,290	)		(18,991	)		(239,501	)

Provision for Income Taxes		-			-			-			-			-

NET LOSS	$	(16,483	)	$	(7,613	)	$	(54,290	)	$	(18,991	)	$	(239,501	)

Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

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 financial statements.

Max Cash Media, Inc.

(A Development Stage Company)

Condensed Statement of Changes in Stockholders’ Equity/(Deficit)

For the period from July 9, 2007 (Inception) to March 31, 2010

(Unaudited)

	Preferred Stock				Common stock
	Shares		Amount		Shares		Amount		Additional paid-in capital		Deficit accumulated during the development stage			Subscription Receivable			Total Stockholder's Equity/(Deficit)

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		-		-		-		-		1,300		-			-			1,300

Net loss for the six months ended March 31, 2010		-		-		-		-		-		(54,290	)		-			(54,290	)

Balance, March 31, 2010		-	$	-		6,370,000	$	6,370	$	147,723	$	(239,501	)	$	-		$	(85,408	)

See accompanying notes to condensed financial statements.

Max Cash Media, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Six Months Ended						For the Period from July 9, 2007
	March 31, 2010			March 31, 2009			(Inception) to December 31,2009
Cash Flows Used in Operating Activities:
Net Loss	$	(54,290	)	$	(18,991	)	$	(239,501	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		1,300			1,300			7,093
Shares issued to founder for services		-			-			5,000
Changes in operating assets and liabilities:
Increase in prepaid expenses		-			4,167			-
Increase in accounts payable and accrued expense		28,203			10,981			37,389
Increase in accrued interest payable		2,244			-			3,021
Net Cash Used In Operating Activities		(22,543	)		(2,543	)		(186,998	)

Cash Flows From Financing Activities:
Proceeds from a loan		-			-			4,585
Repayment of a loan		-			-			(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		-			-			187,000

Net Increase/(Decrease) in Cash		(22,543	)		(2,543	)		2

Cash at Beginning of Period		22,545			3,033			-

Cash at End of Period	$	2		$	490		$	2

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 Party Accounts Payable	$	-		$	5,000		$	5,000

See accompanying notes to condensed financial statements.

Max Cash Media, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

as of March 31, 2010

(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.

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.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2010 and September 30, 2009, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of March 31, 2010 and 2009 there were no common share equivalents outstanding.

(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 of a change in tax rates is recognized in income in the period that includes the enactment date.

Max Cash Media, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

as of March 31, 2010

(Unaudited)

(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) Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

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.

Max Cash Media, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

as of March 31, 2010

(Unaudited)

(B) In-Kind Contribution

Effective December 31, 2008, 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 six months ended March 31, 2010, a shareholder of the Company contributed services having a fair value of $1300 (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)

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

NOTE 4

LOAN PAYABLE

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.

NOTE 5

CONVERTIBLE NOTE PAYABLE

On July 29, 2009, the Company issued a convertible promissory note in the amount of $50,000 due January 28, 2011 and bearing interest at a rate of 9% per annum. All debt can be converted into shares at a conversion price to be mutually determined by the Company and the holder of the note.

NOTE 6

COMMITMENTS

On October 15, 2007, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $7,500 a month. The agreement was to remain in effect unless either party desired to cancel the agreement. This agreement has been terminated as of July 31, 2008. In addition, the payment due for the month of July has been reduced to $5,000 by mutual agreement of both parties. Effective December 31, 2008, the amount of $5,000 was forgiven (See Notes 2(B) and 3 and 7).

Max Cash Media, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

as of March 31, 2010

(Unaudited)

NOTE 7

RELATED PARTY TRANSACTIONS

For the six months ended March 31, 2010, a shareholder of the Company contributed services having a fair value of $1300 (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)).

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, 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 $239,501 since inception. The Company also has a negative cash flow from operations during this same period of $186,998. 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.

Max Cash Media, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

as of March 31, 2010

(Unaudited)

NOTE 9

SUBSEQUENT EVENT

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 24, 2010, the date the financial statements were issued.

On May 10, 2010, the Company borrowed $65,000 from an unaffiliated third party under a promissory note. The note is due on November 9, 2011, and bears interest at 10% per annum, payable at maturity.

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, 2009, filed with the Securities and Exchange Commission.

Limited Operating History

We have not begun operations, and we require outside capital to implement our business model.

We 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 report 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

We have not generated any revenues from operations for the period from July 9, 2007 (date of inception) through March 31, 2010.

Three Months Ended March 31, 2010

We incurred an operating loss of $15,373 for the three month period ended March 31, 2010, compared to an operating loss of $7,613 for the three month period ended March 31, 2009. The increase in operating loss for the three month period ended March 31, 2010, was mainly due to increased professional fees related to our financial reporting obligations, partially offset by lower general and administrative expenses.

Net loss for the three months ended March 31, 2010, was $16,483. Expenses in that period were comprised of $14,123 in professional fees, $1,250 in general and administrative expenses and $1,109 in net interest expense. Interest expense related to the convertible promissory note we issued on July 29, 2009, in the amount of $50,000, which is due January 28, 2011, and bears interest at a rate of 9% per annum. The note can be converted into shares of our Common Stock at a conversion price to be mutually determined by the Company and the holder of the note.

Six Months Ended March 31, 2010

We incurred an operating loss of $52,049 for the six month period ended March 31, 2010, compared to an operating loss of $18,991 for the six month period ended March 31, 2009. The increase in operating loss for the six month period ended March 31, 2010, was mainly due to increased professional fees related to our financial reporting obligations, partially offset by lower general and administrative expenses.

Net loss for the six months ended March 31, 2010, was $54,290. Expenses in that period were comprised of $49,137 in professional fees, $2,912 in general and administrative expenses and $2,241 in net interest expense. Interest expense related to the convertible promissory note described above.

Period from Inception to March 31, 2010

We incurred an operating loss of $237,347 for the period from July 9, 2007 (date of inception) through March 31, 2010, and have not generated any operating revenues since inception. We anticipate that we will not generate any operating revenues until we are able to raise additional capital for funding our operations.

Net loss since inception through March 31, 2010, was $239,501. Expenses in that period were comprised of $204,970 in professional fees, $32,377 in general and administrative expenses and $3,022 in interest expense, partially offset by $868 in interest income. Interest expense related to the convertible promissory note described above.

Balance Sheet

As of March 31, 2010, we had total assets of $2, consisting of cash. As of September 30, 2009, we had total assets of $22,545, consisting of cash. Total current liabilities at March 31, 2010, were $35,410 compared to $4,963 at September 30, 2009. Long term liabilities, consisting of the convertible promissory note described above, were $50,000 at both March 31, 2010 and September 30, 2009.

We will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our plan of operations.

Liquidity and Capital Resources

We will need substantial amounts of capital to implement our planned business strategies. Given the currently unsettled state of the capital markets and credit markets, there is no assurance that we will be able to raise the amount of capital that we seek for potential acquisitions or for operating expenses. If we are unable to raise the necessary capital at the times we require such funding, we may have to materially change our business plan, delaying implementation of aspects of our business plan or curtailing or abandoning our business plan. Investing in us is a speculative investment and investors may lose all of their investment.

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 $111,500 in October 2007 from sales of shares of Common Stock. In July 2009, we issued a convertible promissory note in the principal amount of $50,000. The total net funds raised of $187,000 since inception through March 31, 2010, have been used principally as follows: (a) $13,476 in general and administrative expenses and (b) $173,522 in professional fees in connection with the filing of a registration statement and our financial reporting requirements. At March 31, 2010, we had available cash balances of $2, which are held in interest bearing bank accounts.

We anticipate that our operational and general and administrative expenses for the next 12 months will total approximately $65,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As reflected in the accompanying financial statements, we are in the development stage with no operations, used cash in operations of $186,998 from inception, and have a net loss since inception of $239,501. 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 its business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement our strategic plans provide the opportunity for us to continue as a going concern. However at this time, we do not believe that our current cash is insufficient for our operations for the next 12 months.

Net Cash Used in Operating Activities

Cash utilized in operating activities was $22,543 for the three months ended March 31, 2010, as compared to $2,543 for the three months ended March 31, 2009. The increase was primarily due to increase in professional fees. During the period from July 9, 2007 (date of inception) through March 31, 2010, we used net cash in operating activities of $186,998, mainly for professional fees and general and administrative expenses as discussed and quantified above.

Net Cash Provided by Financing Activities

We generated no cash from financing activities in either the three months ended March 31, 2010, or the three months ended March 31, 2009. During the period from July 9, 2007 (date of inception) through March 31, 2010, we received net cash provided by financing activities of $187,000 from private placements and issuance of a promissory note.

On May 10, 2010, the Company borrowed $65,000 from an unaffiliated third party under a promissory note. The note is due on November 9, 2011, and bears interest at 10% per annum, payable at maturity.

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.

Recent Accounting Announcements

In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. This will not have an impact on the Company’s financial position, results of operations or cash flows.

Off Balance Sheet Transactions

None.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4T.

Controls and Procedures

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 Financial Officer (“CFO”) (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 CFO 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 CFO, as appropriate, to allow timely decisions regarding required disclosure.

(a) Evaluation of Disclosure Controls. Noah Levinson, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our quarter ended March 31, 2010, pursuant to Rule 13a-15(b) of the Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, Ms. Levinson concluded that our disclosure controls and procedures were effective as of March 31, 2010.

Our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(b) 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 has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2010.

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 March 31, 2010.

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

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.

Date: May 24, 2010	MAX CASH MEDIA, INC.


	By:	/s/ Noah Levinson
		Noah Levinson, Chief Executive Officer and Chief Financial Officer