Madison Enterprises Group, Inc. - FORM S-1/A

Attached files

file	filename
EX-23.1 - Madison Enterprises Group, Inc.	ex23-1.htm
EX-99.1 - Madison Enterprises Group, Inc.	ex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 11

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MADISON ENTERPRISES GROUP, INC.

(Name of small business issuer in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

67770

(Primary Standard Industrial Classification Code Number)

20-8380322

(I.R.S. Employer Identification Number)

488 Madison Avenue

Suite 1100

New York, New York 10022

Telephone: 212-486-2500

(Address and telephone number of principal executive offices)

Frederick M. Mintz

488 Madison Avenue

Suite 1100

New York, New York 10022

Telephone: 212-486-2500

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

Approximate date of proposed sale to the public by the selling stockholders: From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. r

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount of shares to be registered (1)				Proposed offering price per Share (2)					Proposed aggregate offering				Amount of registration fee
Common Stock, $.001 par value per Share				210,000			$	0.20			$	$42,000			$	$1.29

______________

1 This registration statement shall also cover any additional shares of common stock which become issuable by reason of any stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.

2 The selling stockholders shares are restricted from sale until this registration statement is effective; provided, however, that after this registration statement is effective, at such time as we become aware that our entry into a Business Combination Transaction has become probable, we shall file an amendment to this registration statement with the SEC which will again restrict the stockholders from sale. If the potential Business Combination Transaction is not consummated, the selling stockholders may sell shares again. If the Business Combination Transaction is consummated, we shall file a post-effective amendment to this registration statement with the SEC. After the effective date of the amendment to this registration statement the shares can be sold freely again. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market.

The selling security holders and any broker-dealers participating in the distributions of the shares are considered to be “underwriters” within the meaning of Section 2(11) of the Securities Act.

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REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

THIS OFFERING IS A RESALE OF SECURITIES INITIALLY SOLD AT $0.10 PER SHARE AND IS BEING CONDUCTED PURSUANT TO RULE 419 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SELLING STOCKHOLDERS HAVE EACH ENTERED INTO AN ESCROW AGREEMENT. IF AND WHEN ANY SALE OF SECURITIES IS MADE BY A SELLING STOCKHOLDER PRIOR TO OUR ENTRY INTO A MERGER, ACQUISITION OR SIMILAR TRANSACTION (HEREINAFTER COLLECTIVELY REFERRED TO AS A “BUSINESS COMBINATION TRANSACTION”), THE SECURITIES BEING SOLD AND THE PURCHASE PRICE FOR THE SECURITIES BEING SOLD (THE PURCHASERS OF THOSE SHARES ARE HEREINAFTER REFERRED TO AS THE “PURCHASERS”) SHALL BE PLACED INTO ESCROW WITH AN INSURED DEPOSITORY INSTITUTION.

WHEN WE BECOME AWARE THAT OUR ENTRY INTO A BUSINESS COMBINATION TRANSACTION HAS BECOME PROBABLE, WE SHALL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT WITH THE SEC SUSPENDING THIS OFFERING, AND SHALL NOTIFY THE SELLING STOCKHOLDERS THAT THIS OFFERING IS BEING SUSPENDED. IF THE POTENTIAL BUSINESS COMBINATION TRANSACTION IS NOT CONSUMMATED, THIS OFFERING SHALL BE CONTINUED, AND THE SELLING STOCKHOLDERS MAY SELL SHARES AGAIN PURSUANT TO THIS OFFERING.

WHEN WE HAVE ENTERED INTO AN AGREEMENT FOR A BUSINESS COMBINATION TRANSACTION WITH ONE OR MORE BUSINESSES (THE “TARGETS”), WE SHALL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT AND SEND THE PURCHASERS, IF ANY, EXTENSIVE INFORMATION WITH RESPECT TO THE TARGETS INCLUDING, BUT NOT LIMITED TO, AUDITED FINANCIAL STATEMENTS, AND EACH PURCHASER SHALL HAVE A PERIOD OF FORTY FIVE (45) BUSINESS DAYS AFTER THE EFFECTIVE DATE OF THAT AMENDMENT (THE END OF SUCH PERIOD, THE “DEADLINE”) IN WHICH TO INFORM US IF HE, SHE OR IT WISHES TO REMAIN AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION TRANSACTION. IF A PURCHASER INFORMS US ON, OR PRIOR TO, THE DEADLINE THAT HE, SHE OR IT WISHES TO REMAIN AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION TRANSACTION, WE SHALL RELEASE THE SHARES PURCHASED BY HIM, HER OR IT TO HIM, HER OR IT AND RELEASE FROM ESCROW THE FUNDS HE, SHE OR IT PAID FOR SUCH SHARES, PLUS ANY INTEREST OR DIVIDENDS WHICH HAVE BEEN PAID THEREON DURING THE PERIOD WHILE SUCH FUNDS WERE HELD IN ESCROW, TO THE SELLING STOCKHOLDER FROM WHOM HE, SHE OR IT PURCHASED THOSE SHARES. IF A PURCHASER FAILS TO INFORM US ON, OR PRIOR TO, THE DEADLINE THAT HE, SHE OR IT WISHES TO REMAIN AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION TRANSACTION, HIS, HER OR ITS ESCROW FUNDS, PLUS ANY INTEREST OR DIVIDENDS THEREON, SHALL BE RETURNED TO HIM, HER OR IT WITHIN FIVE (5) BUSINESS DAYS AFTER THE FORTY FIFTH (45TH) BUSINESS DAY FOLLOWING THE EFFECTIVE DATE OF THAT AMENDMENT, AND HIS, HER OR ITS SHARES SHALL BE RETURNED TO THE SELLING STOCKHOLDER FROM WHOM HE, SHE OR IT PURCHASED HIS, HER OR ITS SHARES.

SUBSEQUENT TO CONSUMMATING SUCH BUSINESS COMBINATION TRANSACTION AND THE EFFECTIVE DATE OF THE AMENDMENT TO THIS REGISTRATION STATEMENT, WE WOULD NO LONGER BE DEEMED TO BE A SHELL COMPANY, AND SHARES COULD BE TRANSFERRED WITHOUT COMPLYING WITH THE PROVISIONS OF RULE 419.

IF ANY SELLING STOCKHOLDERS SOLD ANY SHARES TO PURCHASERS, AND WE HAVE NOT CONSUMMATED A BUSINESS COMBINATION TRANSACTION WITHIN EIGHTEEN (18) MONTHS AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, ALL ESCROW FUNDS SHALL BE RETURNED TO THE PURCHASERS, AND ALL OF THE SHARES HELD IN ESCROW SHALL BE RETURNED TO THE SELLING STOCKHOLDERS FROM WHOM THOSE PURCHASERS PURCHASED THEM. IN VIEW OF THE FACT THAT THE ESCROW FUNDS SHALL EITHER BE RELEASED TO THE SELLING STOCKHOLDERS OR RETURNED TO THE PURCHASERS, WE SHALL NOT RECEIVE ANY FUNDS FROM THIS OFFERING.

IF THERE ARE NO SALES OF SECURITIES PURSUANT TO THIS OFFERING WITHIN 18 MONTHS AFTER THE DATE THE SEC DECLARES THIS REGISTRATION STATEMENT EFFECTIVE, NO FUNDS OR SECURITIES SHALL BE PLACED IN ESCROW, AND WE WILL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT WITH THE SEC REMOVING THE SHARES FROM REGISTRATION AND, SUBJECT TO THE NEXT PARAGRAPH, TERMINATING THIS OFFERING, IN WHICH EVENT THE SHARES CANNOT BE SOLD UNLESS THEY ARE REGISTERED OR UNLESS A VALID EXEMPTION FROM REGISTRATION IS THEN AVAILABLE.

IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, WE MAY ENTER INTO A BUSINESS COMBINATION TRANSACTION AT ANY TIME, REGARDLESS OF WHETHER PRIOR TO, OR SUBSEQUENT TO, EIGHTEEN (18) MONTHS AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT IF THERE ARE NO SALES OF SECURITIES PURSUANT TO THIS OFFERING, AND DURING SAID 18 MONTH PERIOD WE BECOME AWARE THAT A BUSINESS COMBINATION IS PROBABLE, WE SHALL SUSPEND THIS OFFERING AND SHALL NOTIFY THE SELLING STOCKHOLDERS THAT THIS OFFERING HAS BEEN SUSPENDED. IF THE POTENTIAL BUSINESS COMBINATION TRANSACTION IS NOT CONSUMMATED BEFORE THE EIGHTEEN (18) MONTH PERIOD HAS EXPIRED, THIS OFFERING SHALL BE CONTINUED DURING THE EIGHTEEN MONTH STATUTORY PERIOD, AND THE SELLING STOCKHOLDERS MAY SELL SHARES AGAIN PURSUANT TO THIS OFFERING. IF THERE IS NO BUSINESS COMBINATION TRANSACTION AFTER THE EIGHTEEN (18) MONTH PERIOD, THEN THIS OFFERING SHALL BE TERMINATED. IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, THEN AFTER WE CONSUMMATE A BUSINESS COMBINATION TRANSACTION, WE SHALL FILE A FORM 8-K WITH THE SECURITIES AND EXCHANGE COMMISSION CONTAINING EXTENSIVE INFORMATION AS REQUIRED BY SEC REGULATIONS WITH RESPECT TO THE TARGET(S), INCLUDING, BUT NOT LIMITED TO, AUDITED FINANCIAL STATEMENTS. SUBSEQUENT TO CONSUMMATING SUCH BUSINESS COMBINATION TRANSACTION, WE WOULD NO LONGER BE DEEMED TO BE A SHELL COMPANY, AND THE PROVISIONS OF RULE 419 WITH RESPECT TO ESCROW OF FUNDS, AND PURCHASERS’ OPPORTUNITY TO RECEIVE A RETURN OF THEIR INVESTMENT FUNDS IF THEY DID NOT APPROVE OF THE ACQUISITION WOULD NOT BE APPLICABLE.

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Madison Enterprises Group, Inc.

210,000 Shares, Common Stock, at $0.20 Per Share

We have a total of 3,210,000 shares of common stock issued and outstanding. We are not selling any of our shares pursuant to this prospectus. Accordingly, (1) there is no minimum amount of shares we must sell and (2) no money raised from the sale of the shares will be placed in escrow, trust or any other similar arrangement. Our securities are more fully described in the section of this prospectus titled "Description of Securities" on page 21.

There is currently no public market for our common stock. We intend to arrange to have our common stock traded on a public market after complying with Rule 419 and with the availability of our shares to be sold on the public market. Although we intend to apply for the trading of our common stock on the OTC Bulletin Board after entering into a merger, acquisition, or similar transaction (a “Business Combination Transaction”), public trading of our common stock may never materialize. Although all of our selling stockholders have entered into an escrow agreement, unless we determine that a sale satisfies the applicable “Blue Sky” laws the sale of our common stock is not permitted until the Business Combination Transaction is consummated in accordance with Rule 419. If our common stock becomes traded on the OTC Bulletin Board after we enter into a Business Combination Transaction, the sale price will vary according to prevailing market prices or privately negotiated prices by the selling stockholders.

All shares currently have a restrictive legend and cannot be sold without registration or an exemption from registration. In order to comply with Rule 419 of the Securities Act, discussed in further detail below, all of our selling stockholders have entered into an escrow agreement. If a stockholder desires to sell his or her shares prior to our entering into a Business Combination Transaction, he or she must notify us so that we can then determine if the broker dealer arranged for the sale to comply with the applicable “Blue Sky” laws. All sales of our stock are still subject to the restrictions of the escrow agreement.

This offering is a resale of securities initially sold at $0.10 a share and is being conducted pursuant to Rule 419 of the Securities Act. The selling stockholders have entered into an escrow agreement. If and when any sale of securities is made by a selling stockholder prior to our entry into a Business Combination Transaction, the securities and the purchase price for the securities (the purchasers of those shares are hereinafter referred to as the “Purchasers”) shall promptly be placed into escrow with Wilmington Trust Company, an insured depository institution. When we have entered into an agreement for a Business Combination Transaction with one or more businesses, each Purchaser shall have a period of 45 business days after the effective date of that amendment in which to inform us whether he, she or it wishes (A) to remain an investor in our company subsequent to the closing of the Business Combination Transaction, in which event the securities shall be released from escrow to the Purchaser and the purchase price for those securities, plus any interest or dividends, shall be released from escrow to the selling stockholder, or (B) to receive the return of his, her or its escrow funds plus any interest or dividends, in which event the securities shall be returned to the selling stockholder.

The selling security holders and any broker-dealers participating in the distributions of the shares are considered to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any profit on the sale of shares by the selling security holders and any commissions or discounts given to any such broker-dealer may be deemed to be underwriting commissions or discounts.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING AT PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is November 10, 2009.

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MADISON ENTERPRISES GROUP, INC.

TABLE OF CONTENTS

PART I

	Page
Prospectus Summary	1
Our Business	1
The Offering	2
Risk Factors	3
Cautionary Note Regarding Forward-Looking Statements	8
Use of Proceeds	8
Determination of Offering Price	9
Dilution	10
Capitalization	10
Market for Common Equity and Related Stockholder Matters	10
Management's Discussion and Analysis or Plan of Operations	10
Plan of Operations	13
Liquidity and Capital Resources	13
Seasonality	13
Description of Business	13
Description of Property	15
Legal Proceedings	15
Directors, Executive Officers, Promoters and Control Persons	15
Executive Compensation	18
Security Ownership of Certain Beneficial Owners and Management	19
Certain Relationships and Related Transactions	20
Selling Security Holders	20
Description of Securities	21
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	22
Recent Sales of Unregistered Securities	23
Shares Eligible for Future Sale	24
Transfer Agent and Registrar	24
Legal Matters	24
Plan of Distribution	24
Experts	25
Where You Can Find Additional Information	25
Anti-Takeover Effects of Various Provisions of Delaware Law And our Articles of Incorporation and Bylaws	25
Financial Statements	F-1
PART II
Indemnification of Directors and Officers	II-1
Other Expenses of Issuance and Distribution	II-1
Exhibits Schedule	II-2
Undertaking	II-2
Signatures	II-4

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You should rely only upon the information contained in this prospectus in deciding whether to purchase our securities. We have not authorized anyone to provide information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities. Our business, financial condition, results of operations, and prospects may have changed since that date.

The information contained in this prospectus is not complete and is subject to change. The selling stockholders are not permitted to sell securities until the Registration Statement, of which this prospectus is a part, filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor is it a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

PART I

PROSPECTUS SUMMARY

You should rely only upon the information contained in this prospectus. We have not, and the selling stockholders have not, authorized anyone to provide you with information which is different from that contained in this prospectus. The selling stockholders are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

SUMMARY INFORMATION AND RISK FACTORS.

The following summary contains basic information about our company and this offering. It does not contain all of the information which is important to you in making an investment decision. You should read this prospectus summary together with the entire prospectus, including the more detailed information in our financial statements and accompanying notes appearing elsewhere in this prospectus. Unless otherwise indicated, all information contained in this prospectus relating to our shares of common stock is based upon information as of June 30, 2009.

OUR BUSINESS

Madison Enterprises Group, Inc. (“we”, “us”, “our”) was incorporated under the laws of the State of Delaware on August 17, 2006. Since our inception we have been engaged in developmental stage activities and organizational efforts, including obtaining initial financing. Based upon proposed business activities, we are a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. We are, as defined in Rule 12b-2 under the Exchange Act, also a “shell company,” defined as a company with no or nominal assets (other than cash) and no or nominal operations. We intend to comply with the periodic reporting requirements of the Exchange Act for as long as we are subject to those requirements.

Our business purpose is to seek the acquisition of, or merger with, an existing company. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. We will not restrict potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. As of the date hereof, we have made no efforts to identify a possible business combination including, but not limited to, not conducting negotiations or entering into a letter of intent with respect to any target business and we have not entered into a letter of intent or any definitive agreement with respect to any target business.

The analysis of new business opportunities has and will be undertaken by or under the supervision of our officers and directors. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; and

Michael Zaroff serves as President and as a Director. Frederick M. Mintz serves as Chairman of the Board, and as a Director. Alan P. Fraade was our original incorporator and presently serves as Principal Accounting Officer, Principal Financial Officer Vice President, Secretary and as a Director.

We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger consolidation, or purchase or sale of any assets.

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THE OFFERING

Securities Offered	We are registering common shares on behalf of twenty one (21) selling security holders. In the aggregate, the selling stockholders are offering up to 210,000 shares of common stock, $.001 par value per share. The aggregate amount of shares we are registering for the selling security holders represents 6.5% of the issued and outstanding shares of our common stock and .42% of the total authorized shares of our common stock. See “Selling Security Holders.”

Plan of Distribution	Up to 210,000 shares of common stock may be offered and sold by the selling stockholders through agents or brokers, acting as principal, agent in transactions, which may involve block transactions, on the Electronic Bulletin Board, over-the-counter market or on other exchanges on which the shares are then listed, pursuant to the rules of the applicable exchanges or in the over-the-counter market, or otherwise; through brokers or agents in private sales at negotiated prices; or by any other legally available means. Because it is not contemplated that any of the selling stockholders intend to sell their shares until we enter into a Business Combination Transaction, and any sales will have to be through a broker dealer, we will not know in which states prospective purchasers will be located. It will be the brokers’ responsibility to confirm that sales can legally be made in the applicable states.

Offering Price	$0.20 per share.

Use of Proceeds	We will not receive any cash or other proceeds from the selling security holders’ sales of their respective shares.

Securities Outstanding	We are authorized to issue up to an aggregate of 50,000,000 shares of common stock and 5,000,000 of preferred stock of which 3,210,000 common shares and 0 preferred shares were issued and outstanding as of June 30, 2009.

Rule 419	This offering is being conducted pursuant to Rule 419 of the Securities Act. All the selling stockholders have entered into an escrow agreement. Consequently, if one of our stockholders sells shares before we have entered into a merger, acquisition or similar transaction (hereinafter collectively referred to as a “Business Combination Transaction”), the shares and the funds paid for them (the purchasers of those shares are hereinafter referred to as the “Purchasers”) shall promptly be placed into escrow with Wilmington Trust Company, an insured depository institution.

	When we become aware that our entry into a Business Combination Transaction has become probable, we shall file an amendment to this registration statement with the SEC suspending this offering, and shall notify the selling stockholders that this offering is being suspended. If the potential Business Combination Transaction is not consummated, this offering shall be continued, and the selling stockholders may sell shares again pursuant to this offering.

	When we have entered into an agreement for a Business Combination Transaction with one or more businesses (the “Targets”), we shall file a post-effective amendment to this registration statement with the SEC and will send the Purchasers, if any, extensive information with respect to the Targets including audited financial statements, and each Purchaser shall have a period of forty five (45) business days after the effective date of that amendment (the end of such period, the “Deadline”) in which to inform us whether he, she or it wishes to remain an investor in our company after the Business Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company after the Business Combination Transaction, we shall release the shares to him, her or it and release the funds he, she or it paid for such shares, plus any interest or dividends on those funds, to the stockholder from whom he, she or it purchased those shares after the Business Combination Transaction is complete, which will be at least forty five (45) business days after the date the SEC declares the amendment effective. If a Purchaser fails to inform us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company after the Business Combination Transaction, his, her or its escrow funds, plus any interest or dividends on those funds, shall be returned to him, her or it within five business days after the forty fifth (45th) business day following the date the SEC declares the amendment effective, and his, her or its shares shall be returned to the stockholder from whom he, she or it purchased his, her or its shares.

	Subsequent to consummating such Business Combination Transaction and the effective date of the amendment to this registration statement, we would no longer be deemed to be a shell company, and shares could be transferred without complying with the provisions of Rule 419.

	If any stockholders sold any shares to Purchasers, and we have not completed a Business Combination Transaction within 18 months after the date the SEC declares this registration statement effective, all escrow funds shall be returned to the Purchasers within five days, plus any interest or dividends on those funds, all of the shares held in escrow shall be returned to the selling stockholders from whom those Purchasers purchased them and we will file an amendment to this registration statement with the SEC removing the shares from registration and terminating this offering, in which event the shares would not be able to be sold unless they are registered or unless a valid exemption from registration is then available; please note that shares of a blank check company cannot be sold pursuant to Rule 144. Since the escrow funds will either be released to the selling stockholders or returned to the Purchasers, we will not receive any funds from this offering.

	If there are no sales in this offering within eighteen (18) months after the date the SEC declares this registration statement effective, no funds or shares shall be placed in escrow, and we will file an amendment to this registration statement with the SEC removing the shares from registration and, subject to the next paragraph, terminating this offering, in which event the shares cannot be sold unless they are registered or unless a valid exemption from registration is then available; please note that shares of a blank check company cannot be sold pursuant to Rule 144.

	If there are no sales in this offering, we may enter into a Business Combination Transaction at any time, regardless of whether before or after eighteen (18) months after the effective date of this registration statement; provided, however, that if there are no sales of securities pursuant to this offering, and during said eighteen (18) month period we become aware that a business combination is probable, we shall suspend this offering, and shall notify the selling stockholders that this offering is being suspended. If the potential Business Combination Transaction is not consummated before the expiration of the 18 month period, this offering shall be continued, and the selling stockholders may sell shares again pursuant to this offering. After the 18 month period, if there is no Business Combination Transaction, this offer will be terminated. If there are no sales in this offering, then after we complete a Business Combination Transaction, we will file a Form 8-K with the SEC containing extensive information about the Target(s) as required by SEC regulations, including audited financial statements. After completing such Business Combination Transaction, we would no longer be deemed to be a shell company, and the requirements of Rule 419 with respect to escrow of funds, and purchasers’ opportunity to receive a return of their investment funds if they did not approve of the acquisition would not apply.

	All shares currently have a restrictive legend and cannot be sold without registration or an exemption from registration. In order to comply with Rule 419 of the Securities Act, all of our selling stockholders have entered into an escrow agreement. If a stockholder desires to sell his or her shares prior to our entering into a Business Combination Transaction, he or she must notify us so that we can then determine if the broker dealer arranged for the sale to comply with the applicable “Blue Sky” laws. All sales of our stock are subject to the restrictions of the escrow agreement.


Escrow Agreement	In order to comply with Rule 419, all of the selling stockholders have entered into an escrow agreement with Wilmington Trust Company. When we have entered into an agreement for a Business Combination Transaction with one or more businesses and filed the required amendment to this registration statement with the SEC suspending this offering, we shall send the Purchasers, if any, extensive information with respect to the Targets and each Purchaser shall have a period of 45 business days after the effective date of that amendment in which to inform us whether he, she or it wishes (A) to remain an investor in our company subsequent to the closing of the Business Combination Transaction, in which event the Escrow Agent shall release all of the Purchaser’s securities from escrow to the Purchaser and shall release the purchase price for those securities, plus any interest or dividends, from escrow to the selling stockholder, or (B) to receive the return of his, her or its escrow funds plus any interest or dividends, in which event the securities shall be returned to the selling stockholder.

	If we give written instructions to the Escrow Agent that we have not (A) negotiated an acquisition transaction, (B) filed a post-effective amendment to our Registration Statement, (C) successfully completed a reconfirmation offering meeting the requirements of Rule 419 and (D) closed on the acquisition agreement within eighteen (18) months after the date of our Registration Statement, then the Escrow Agent will return the escrow funds to the Purchasers plus any interest or dividends, and return the securities to the selling stockholders.


Risk Factors	An investment in our shares is highly speculative and purchasers may suffer substantial dilution per common share compared to the purchase price. We may need additional funding. No individual should invest in our common shares who cannot afford to risk the loss of his or her entire investment. All shares are currently restricted and may not be sold except subject to the Escrow Agreement. If a stockholder wishes to sell his stock, he must notify the Company. The Company must then determine if the sale complies with the applicable “Blue Sky” laws. Any sale is subject to the terms of the Escrow Agreement and would not be completed until a later date The sale may never be completed as discussed in “Escrow Agreement” immediately prior to this provision. See “Risk Factors” immediately following this provision.

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RISK FACTORS

An investment in the Shares being registered pursuant to this prospectus involves a high degree of risk. Any statements with respect to future events contained in this prospectus are based upon circumstances and events which have not yet occurred, and upon assumptions which may not materialize. The actual results which are achieved by us may vary materially from those discussed in this prospectus.

In addition, this prospectus contains forward-looking statements which involve risks and uncertainties. Forward-looking statements are based upon the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties which may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance upon such forward-looking statements, as our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors section and elsewhere in this prospectus. Any such statements are representative only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances subsequent to the date of this prospectus or to reflect the occurrence of unanticipated events, except for such updates to this prospectus and the registration statement of which it is a part as are required by federal securities laws and such periodic reports as are required pursuant to the Securities Exchange Act of 1934, as amended.

Accordingly, prospective investors should consider carefully the following risk factors, in addition to the other information with respect to our business contained in this prospectus, before purchasing Shares pursuant to this prospectus.

There is uncertainty as to our ability to receive additional financing.

We have raised capital which we believe will be sufficient until we consummate a merger or other business combination. We may need to raise additional capital through the issuance of additional shares or through debt. There is no existing commitment to provide additional capital. There can be no assurance that we shall be able to receive additional financing.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other stockholders. A conflict of interest may arise between our management's personal pecuniary interests and their fiduciary duty to our stockholders. Further, our management's own pecuniary interest may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently and in the future shall be involved with other blank check companies and conflicts may arise in the pursuit of business combinations with such other blank check companies with which they are and may in the future be affiliated. Management currently has interests in two other blank check companies, Madison Acquisition Ventures and Madison Venture Capital Group, both of which have registration statements pending with the SEC. Management plans to give the first suitable transaction opportunity to Madison Acquisition Ventures, the second suitable transaction opportunity to this company, and the third suitable transaction opportunity to Madison Venture Capital Group. If management forms any subsequent blank check companies, priority with respect to transaction opportunities shall go to Madison Acquisition Ventures, this company and Madison Venture Capital Group. In the future, after the close of a transaction, the Company does not anticipate that our current officers and directors will perform services in their current capacity.

Management has adopted a policy that we will not seek a merger with, or acquisition of, any entity in which management serves as officers, directors or partners, or in which they or their family members own or hold any ownership interest. The Company has not established other binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in our favor could result in liability of management to us.

Our management’s indirect ownership of a majority of our stock would enable it to approve any business combination, regardless of whether other stockholders wanted to approve such transaction.

Our management also controls Sierra Grey Capital LLC and Mintz & Fraade Enterprises LLC, which collectively own 93.5 % of our Common Stock. If our management acted through Sierra Grey Capital LLC and Mintz & Fraade Enterprises LLC, our management would be able to approve a business combination requiring stockholder approval regardless of whether other stockholders wanted to approve such transaction. If management wanted to pursue a business combination that some stockholders purchasing shares pursuant to this offering opposed, those investors would have the opportunity to receive a return of their escrow funds, but would not be able to prevent the proposed business combination.

Our business is difficult to evaluate because we have no operating history.

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have no operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity. There can be no assurance that we will be able to identify a suitable business opportunity and consummate a business combination.

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There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of, small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies which may be desirable target candidates for us. Virtually all of these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Our future success is highly dependent upon the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss with respect to the purchase of shares. The success of our plan of operation will depend to a great extent upon the operations, financial condition and management of the identified business opportunity. Although management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting that criterion. If we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

We have no existing agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination upon favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

During such time as management is seeking a business combination, management anticipates devoting no more than a few hours per week to our business and affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

However, management intends to devote such time to the company as management deems reasonably necessary to effectively manage our business and affairs and to attempt to identify transaction opportunities. Management intends to devote only a few hours per week to the business of the company until such time as a potentially suitable transaction opportunity is identified. After a potentially suitable transaction opportunity has been identified, management expects to devote such time to due diligence with respect to that transaction opportunity as management determines is reasonably necessary, and if management believes such transaction to be in our best interests, then management expects to devote a substantial amount of time to consummating such transaction.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies which fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs which may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects which do not have or are unable to obtain the required audited statements may be inappropriate for acquisition as long as the reporting requirements of the Exchange Act are applicable.

We may be subject to further government regulation which would adversely affect our operations.

If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation pursuant to the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status pursuant to the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences. We have not yet located a suitable entity with which to enter into a business combination, and we do not have any reason to believe that the entity will result in us being subject to the Investment Company Act.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with, or acquire, an operating business.

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We intend to issue more shares in a merger or acquisition, which will result in substantial dilution to our stockholders.

Our Certificate of Incorporation authorizes the issuance of a maximum of 50,000,000 shares of common stock and a maximum of 5,000,000 shares of Preferred Stock. Any merger or acquisition effected by us may result in substantial dilution in the percentage of our Common Stock held by our then existing stockholders. Although to date we have not issued any Preferred Stock, any merger or business combination effected by us which includes the issuance of Preferred Stock may result in a substantial dilution in the rights of holders of Common Stock or Preferred Stock held by our then existing stockholders. Moreover, the Common Stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of Common Stock held by our then existing stockholders. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution of the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

We have conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market research with respect to prospective business opportunities. Therefore, there can be no assurance that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There can be no assurance that we will be able to acquire a business opportunity upon terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

We are likely seeking to complete a business combination through a "reverse merger". Following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist because we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company because there is no incentive to brokerage firms to recommend the purchase of our common stock. There can be no assurance that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

There can be no assurance that our common stock will ever be listed on NASDAQ, the New York Stock Exchange, the American Stock Exchange, or one of the other national securities exchanges or markets.

Until such time as our common stock is listed upon any of the several NASDAQ markets, the New York Stock Exchange, the American Stock Exchange, or one of the other national securities exchanges or markets, of which there can be no assurance, accurate quotations as to the market value of our securities may not be possible. Sellers of our securities are likely to have more difficulty disposing of their securities than sellers of securities which are listed upon any of the several NASDAQ markets, the New York Stock Exchange, the American Stock Exchange, or one of the other national securities exchanges or markets.

There is no public market for our Common Stock.

There is no public trading market for our Common Stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a prospectus pursuant to the Securities Act.

We have never paid dividends on our Common Stock.

We have never paid dividends on our common stock, and there can be no assurance that we will have sufficient earnings to pay any dividends with respect to the common stock. Moreover, even if we have sufficient earnings, we are not obligated to declare dividends with respect to the common stock. The future declaration of any cash or stock dividends will be in the sole and absolute discretion of the Board of Directors and will depend upon our earnings, capital requirements, financial position, general economic conditions and other pertinent factors. It is also possible that the terms of any future debt financing may restrict the payment of dividends. We presently intend to retain earnings, if any, for the development and expansion of its business.

Our directors and officers will have substantial influence over our operations and control substantially all business matters.

As indicated elsewhere herein, because management consists of only three persons, while seeking a business combination, our officers and directors will be the only persons responsible for conducting our day-to-day operations. We do not benefit from multiple judgments that a greater number of directors or officers may provide, and we will rely completely upon the judgment of our officers and directors when selecting a target company.

Further, Michael Zaroff, Frederick M. Mintz, and Alan P. Fraade intend to devote such time to the company as they deem reasonably necessary to effectively manage our business and affairs and to attempt to identify transaction opportunities. Messrs. Zaroff, Mintz and Fraade intend to devote only a few hours per week to the business of the company until such time as a potentially suitable transaction opportunity is identified. After a potentially suitable transaction opportunity has been identified, Messrs. Zaroff, Mintz and Fraade expect to devote such time to due diligence with respect to that transaction opportunity as they determine is reasonably necessary, and if they believe such transaction to be in our best interests, then they would expect to devote a substantial amount of time to consummating such transaction.

Messrs. Zaroff, Mintz and Fraade have not entered into written employment agreements with us and are not expected to do so. We have not obtained key man life insurance on any of our officers or directors. The loss of the services of Michael Zaroff, Frederick M. Mintz, or Alan P. Fraade would adversely affect the development of our business and our likelihood of continuing operations.

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There can be no assurance that following a business combination with an operating business, our common stock will not be subject to the “penny stock” regulations, which would likely make it more difficult to transfer or resale.

To the extent that we consummate a business combination and our common stock becomes listed for trading on a quotation service, our common stock may constitute a “penny stock,” which generally is a stock trading under $5.00 and which is not registered on national securities exchanges or quoted on one of the higher NASDAQ tiers. The SEC has adopted rules which regulate broker-dealer practices in connection with transactions in penny stocks. This regulation generally has the result of reducing trading in such stocks, restricting the pool of potential investors for such stocks, and making it more difficult for investors to sell their shares. Prior to a transaction in a penny stock, a broker-dealer is required to:

deliver a standardized risk disclosure document which provides information about penny stocks and the nature and level of risks in the penny stock market;

provide the customer with current bid and offer quotations for the penny stock;

explain the compensation of the broker-dealer and its salesperson in the transaction;

provide monthly account statements showing the market value of each penny stock held in the customer’s account; and

make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock which is subject to the penny stock rules. To the extent that our common stock becomes subject to the penny stock rules, investors in our common stock may find it more difficult to sell their shares.

We may be subject to further government regulation which may delay or preclude acquisition.

Pursuant to the requirements of Section 13 of the Exchange Act, we are required to provide certain information about significant acquisitions including audited financial statements of the acquired company. Such audited financial statements must be furnished within seventy five (75) days following the effective date of a business combination. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs which may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Acquisition prospects which do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Notwithstanding a target company's agreement to obtain audited financial statements within the required time frame, such audited financials may not be available to us at the time of effecting a business combination. In cases where audited financials are unavailable, we will have to rely upon unaudited information which has not been verified by outside auditors in making its decision to engage in a transaction with the business entity. This risk increases the prospect that a business combination with such a business entity might prove to be unfavorable for us.

A business combination is likely to result in a change of control and a change of management.

In conjunction with completion of a business acquisition, it is anticipated that we will issue an amount of our authorized but unissued common stock which represents the majority of the voting power and equity of our common stock, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control will likely result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

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Our Directors have the right to authorize the issuance of Preferred Stock.

Our directors, without further action by our stockholders, have the authority to issue shares of Preferred Stock from time to time in one or more series and to fix the number of shares, the relative rights, conversion rights, voting rights, terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of Preferred Stock would adversely affect the rights of holders of Common Stock.

We may be subject to additional risks associated with doing business in a foreign country.

We may effectuate a business combination with a merger target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, we may face significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers which may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability which may be exacerbated in various foreign countries.

In doing business with a foreign target we may also be subject to such risks, including, but not limited to, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

We could be subject to various taxes which may have an adverse effect upon us.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination which we may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions to minimize the federal and state tax consequences to both us and the target entity. There can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect upon both parties to the transaction.

There can be no assurance that we will be able to complete a Business Combination Transaction with a suitable entity during the eighteen (18) month period set forth in Rule 419, and if we do not complete such a transaction, all funds held in escrow will be returned to the purchasers of shares from selling stockholders pursuant to this offering, plus any interest and dividends thereon, and the shares purchased pursuant to this offering will be returned to the selling stockholders pursuant to this offering. If there are no sales pursuant to this offering, there will be no funds and no shares held in escrow, and we will not be required to take any action, but we may enter into a business combination at any time, whether prior to, or subsequent to, said eighteen (18) month period; provided, however, that if there are no sales of securities pursuant to this offering, and during said eighteen (18) month period we become aware that a business combination is probable, we shall suspend this offering.

We are conducting this offering pursuant to Rule 419. Pursuant to that rule, if a Business Combination Transaction is not completed within eighteen (18) months after the effective date of this Registration Statement, we will be required to return all funds held in escrow to the purchasers of shares from selling stockholders pursuant to this offering, plus any interest or dividends thereon. There can be no assurance that we will find a suitable entity with which to enter into such transaction during said eighteen (18) month period. Even if we do identify a suitable entity for such transaction, there can be no assurance that such entity would enter into such a transaction, or that the transaction could be completed within said eighteen (18) month period.

If there are no sales of securities pursuant to this offering within eighteen (18) months after the date the SEC declares this registration statement effective, no funds or securities shall be placed in escrow, and we will file an amendment to this registration statement with the SEC removing the shares from registration and, subject to the next paragraph, terminating this offering, in which event the shares cannot be sold unless they are registered or unless a valid exemption from registration is then available.

If there are no sales of securities pursuant to this offering, we may enter into a Business Combination Transaction at any time, whether prior to, or subsequent to, said eighteen (18) month period; provided, however, that if there are no sales of securities pursuant to this offering, and during said eighteen (18) month period we become aware that a business combination is probable, we shall file an amendment to this registration statement with the SEC which shall suspend this offering, and will then notify the selling stockholders that this offering has been suspended. If the potential Business Combination Transaction is not consummated prior to the expiration of the eighteen (18) month period, we will resume this offering, and the selling stockholders may sell shares again pursuant to this offering. If the potential Business Combination Transaction is not consummated within the eighteen (18) month period, we will file an amendment to this registration statement with the SEC removing the shares from registration and terminating this offering, in which event the shares would not be able to be sold unless they are registered or unless a valid exemption from registration is then available.

If there are no sales of securities pursuant to this offering, then after we complete a Business Combination Transaction, we will file a Form 8-K with the SEC containing extensive information about the target company as required by SEC regulations, including audited financial statements. After completing such Business Combination Transaction, we would no longer be deemed to be a shell company, and the requirements of Rule 419 with respect to escrow of funds, and purchasers’ opportunity to receive a return of their investment funds if they did not approve of the acquisition would not apply.

In view of the fact that there are numerous other ways in which private companies can become public or raise capital, and because of the availability of blank check companies for Business Combination Transactions, there can be no assurance that the terms of a potential Business Combination Transaction would be favorable to us.

Even if we find a suitable entity for a Business Combination Transaction during the eighteen (18) month period, and that entity is willing to enter into such a transaction, there can be no assurance that we would be able to complete that transaction on terms which would be favorable to us. Private companies seeking to become public have many options other than a business combination with a blank check company, such as initial public offerings, direct public offerings, Regulation A offerings, public offerings on foreign exchanges, and business combinations with defunct public companies, and have many other options for access to capital other than becoming public, such as private offerings, Regulation S offerings, venture capital, and private equity transactions. The wide range of options available to such companies may result in those companies being able to require favorable terms from a blank check company in a Business Combination Transaction, and may reduce the potential profitability to us of such a Business Combination Transaction. In addition, there are a large number of blank check companies seeking to engage in Business Combination Transactions, and the availability of such companies may result in private companies being able to require favorable terms from any particular blank check company in a Business Combination Transaction, which may reduce the potential profitability to us of such a Business Combination Transaction.

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If we are unable to complete a Business Combination Transaction during the eighteen (18) month period, we will be required to return all funds held in escrow, plus any interest and dividends thereon, and any investors purchasing shares pursuant to this offering would be unable to benefit from any subsequent transaction consummated by our company; if subsequent to that eighteen (18) month period, we complete a Business Combination Transaction which is highly profitable for all of our stockholders, any investors purchasing shares pursuant to this offering would have had their escrow funds returned at the end of the eighteen (18) month period, plus any interest and dividends thereon, would not have remained holders of our shares subsequent to the eighteen (18) month period, and would not have benefited from that transaction.

Shares purchased pursuant to this offering will be held in escrow pending the completion of a Business Combination Transaction and the purchasers’ confirmation that they wish to remain investors in our company subsequent to such transaction, and purchasers are prohibited from selling shares purchased pursuant to this offering or entering into contracts for sale to be satisfied by the delivery of the shares purchased pursuant to this offering until after such Business Combination Transaction is completed and the shares are released from escrow to them pursuant to such confirmation.

Shares purchased pursuant to this offering will be held in escrow, and will only be released to purchasers subsequent to the completion of a Business Combination Transaction, and subsequent to those purchasers’ confirmation that they wish to remain investors in our company subsequent to such transaction. Pursuant to Rule 15g-8 of the Exchange Act, it is unlawful for any person to sell or offer to sell securities (or any interest in or related to the securities) held in a Rule 419 escrow account other than pursuant to (A) a qualified domestic relations order issued by a court in connection with divorce proceedings or (B) Title I under the Employee Retirement Income Security Act (ERISA). As a result, sales of the shares held in escrow, or contracts for sale to be satisfied by delivery of the shares held in escrow (e.g. contracts for sale on a when, as, and if issued basis) will be prohibited. Such rule prohibits sales of other interests in the shares held in escrow, including, but not limited to, derivative securities with respect to those shares, whether or not physical delivery is required. Therefore, investors will not be able to realize any return on their investment for the period of the escrow, which may be up to eighteen (18) months after the effective date of this Registration Statement.

If there are any sales pursuant to this offering, the selling stockholders will not have access to their funds during the period the funds are held in escrow, and the Purchasers will not receive shares during the period of the escrow.

The funds from a purchase pursuant to this offering shall be held in escrow until the sooner of (A) we enter into an agreement for a Business Combination Transaction and the Purchaser declines to confirm that he, she or it wishes to remain an investor in the Company and (B) the date which is eighteen (18) months after the effective date of this registration statement. If a Purchaser purchases shares from selling stockholders pursuant to this offering and we do not enter into a Business Combination Transaction for whatever reason, the Purchaser will have to wait until eighteen (18) months after the effective date of this registration statement before the Purchaser’s proportionate portion of the escrow funds are returned to the Purchaser, which escrow funds shall include any interest and dividends which have been paid thereon during the period while such funds were held in escrow. The Purchaser will be offered the return of his, her or its proportionate portion of the escrow funds only upon the execution of an agreement for a Business Combination Transaction or upon the expiration of said eighteen (18) month period.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements are based upon the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties which may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance upon such forward-looking statements, as our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors section and elsewhere in this prospectus. Any such statements are representative only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances subsequent to the date of this prospectus or to reflect the occurrence of unanticipated events, except for such updates to this prospectus and the registration statement of which it is a part as are required by federal securities laws and such periodic reports as are required pursuant to the Securities Exchange Act of 1934, as amended.

USE OF PROCEEDS

This prospectus relates to shares of our common stock which may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

This offering is being conducted pursuant to Rule 419 of the Securities Act. All of the selling stockholders have entered into an escrow agreement. If one of our stockholders sells shares before we have entered into a Business Combination Transaction, the shares and the funds paid for them shall promptly be placed into escrow with Wilmington Trust Company, an insured depository institution.

When we become aware that our entry into a Business Combination Transaction has become probable, we shall file an amendment to this registration statement with the SEC suspending this offering, and shall notify the selling stockholders that this offering is being suspended. If the potential Business Combination Transaction is not consummated, this offering shall be resumed, and the selling stockholders may sell shares again pursuant to this offering.

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When we have entered into an agreement for a Business Combination Transaction with one or more businesses (the “Targets”), we shall file an amendment to this registration statement and send the Purchasers, if any, extensive information with respect to the Targets including, but not limited to, audited financial statements, and each Purchaser shall have a period of forty five (45) business days after the effective date of that amendment (the end of such period, the “Deadline”) in which to inform us if he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction, then, after the Business Combination Transaction is complete, which will be at least forty five (45) business days after the date the SEC declares the amendment effective, we shall release the shares purchased by him, her or it to him, her or it and release from escrow the funds he, she or it paid for such shares, plus any interest or dividends which have been paid thereon during the period while such funds were held in escrow, to the selling stockholder from whom he, she or it purchased those shares. If a Purchaser fails to inform us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction, his, her or its escrow funds, plus any interest or dividends thereon, shall be returned to him, her or it within five (5) business days after the forty fifth (45th) business day following the effective date of that amendment, and his, her or its shares shall be returned to the selling stockholder from whom he, she or it purchased his, her or its shares.

Subsequent to consummating such Business Combination Transaction and the effective date of the amendment to this registration statement, we would no longer be deemed to be a shell company, and shares could be transferred without complying with the provisions of Rule 419.

If any selling stockholders sold any shares to Purchasers, and we have not consummated a Business Combination Transaction within eighteen (18) months after the effective date of this registration statement, all escrow funds shall be returned to the Purchasers, plus any interest or dividends thereon, all of the shares held in escrow shall be returned to the selling stockholders from whom those Purchasers purchased them and we will file a post-effective amendment to this registration statement with the SEC removing the shares from registration and terminating this offering, in which event the shares would not be able to be sold unless they are registered or unless a valid exemption from registration is then available; please note that shares of a blank check company cannot be sold pursuant to Rule 144. In view of the fact that the escrow funds shall either be released to the selling stockholders or returned to the Purchasers, we shall not receive any funds from this offering.

If there are no sales pursuant to this offering, we may enter into a Business Combination Transaction at any time, regardless of whether prior to, or subsequent to, eighteen (18) months after the effective date of this registration statement; provided, however, that if there are no sales of securities pursuant to this offering, and during said 18 month period we become aware that a business combination is probable, we shall suspend this offering, and shall notify the selling stockholders that this offering is being suspended. If the potential Business Combination Transaction is not consummated, this offering shall be resumed, and the selling stockholders may sell shares again pursuant to this offering.

If there are no sales pursuant to this offering, then after we consummate a Business Combination Transaction, we shall file a Form 8-K with the Securities and Exchange Commission containing extensive information as required by SEC regulations with respect to the Target(s), including, but not limited to, audited financial statements. Subsequent to consummating such Business Combination Transaction, we would no longer be deemed to be a shell company, and the provisions of Rule 419 with respect to escrow of funds, and purchasers’ opportunity to receive a return of their investment funds if they did not approve of the acquisition would not be applicable. If the potential Business Combination Transaction is not consummated during the eighteen (18) month period, we will file an amendment to this registration statement with the SEC removing the shares from registration and terminating this offering, in which event the shares would not be able to be sold unless they are registered or unless a valid exemption from registration is then available.

DETERMINATION OF OFFERING PRICE

Prior to this offering of our common stock, there has been no public market for any of our securities and there can be no assurance that a market will develop. The offering price of $0.20 per share was determined by us. The principal factors considered in determining the offering price included the following:

	•	the information set forth in this prospectus,

	•	market conditions for business combinations involving blank check companies,

	•	the estimated profitability of business combinations involving similar blank check companies,

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DILUTION

In view of the fact that the selling stockholders are offering for sale shares of our common stock which are already issued and outstanding, the sale by the selling stockholders of their shares of our common stock pursuant to this prospectus will not result in any dilution to our stockholders.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2009

	June 30, 2009
Stockholders Equity
Common Stock, $.001 Par Value, 50 Million Authorized, 3,210,000 issued and outstanding	$	3,210
Additional Paid in Capital	$	17,790
Preferred stock, $.001 par value, 5 Million authorized, none issued or outstanding		-

Deficit accumulated during the development stage	$	(20,914	)
Total stockholders’ equity (deficiency)	$	86
Total capitalization	$	86

MARKET FOR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Our Common Stock is not presently trading on any stock exchange. We are not aware of any market active in our stock since inception through the date of this filing. While we intend to arrange to have our common stock traded on the public market after complying with Rule 419 and with the availability of our shares to be sold on the public market, we have not yet applied to have our stock listed on an exchange or quoted on a quotation service. We do intend to apply for quotation of our common stock on the OTC Bulletin Board subsequent to (A) our consummation of a Business Combination Transaction, (B) filing a Form 8-K with the SEC with current information with respect to the combined company and (C) the SEC declaring such Form 8-K effective. There can be no assurance that a trading market will ever develop, or if developed, that it will be sustained.

Because it is not contemplated that any of the selling stockholders intend to sell their shares until we enter into a Business Combination Transaction, and any sales will have to be through a broker dealer, we will not know in which states prospective purchasers will be located. It will be the brokers’ responsibility to confirm that sales can legally be made in the applicable states.

Pursuant to Rule 419, any shares held in escrow are prohibited from being resold or transferred while in escrow except pursuant to a qualified domestic relations order or Title I of the Employee Retirement Income Security Act (ERISA), or the rules thereunder. Any shares released from escrow may only be resold pursuant to registration under the Securities Act or pursuant to a valid exemption therefrom.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We were organized as a vehicle to investigate and, if such investigation warrants, merge or acquire a target company or business seeking the perceived advantages of being a publicly held corporation. As of the date of this prospectus, we have no particular acquisitions in mind and have not entered into any negotiations with respect to the possibility of a merger or acquisition between us and such other company.

If we consummate a business combination, we will use our best efforts to have our stock quoted on the OTC Bulletin Board (the “OTCBB”), and anticipate that our common stock will be eligible to trade on the OTCBB subsequent to such business combination. In addition, subsequent to such business combination, we may seek the listing of our common stock on any of the several NASDAQ markets or the American Stock Exchange, either immediately after such business combination or sometime in the future. There can be no assurance that after we consummate a business combination we will be quoted on the OTCBB or be able to meet the initial listing standards of any stock exchange or quotation service, or that we will be able to maintain a listing of our common stock on any of those or any other stock exchange or quotation service.

Our principal business objective for the next twelve (12) months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We do not currently engage in any business activities. We do not currently have any cash flow. The costs of investigating and analyzing business combinations for the next twelve (12) months and beyond such time will be paid with money in our treasury or will be loaned to or invested in us by our stockholders, management or other investors. There can be no assurance that we will be able to obtain any additional money for our treasury should it become necessary. We have raised capital which we believe will be sufficient until we consummate a merger or other business combination. If not, we will either cease operations or will need to raise additional capital through the issuance of additional shares or through debt. There is no existing commitment to provide additional capital, and there can be no assurance that we shall be able to receive additional financing.

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During the next twelve (12) months we anticipate incurring costs related to:

(i) filing of Exchange Act reports, and

(ii) costs relating to consummating a merger or acquisition.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

None of our officers or directors has had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business which is selected by us may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of revenues or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We intend to seek to carry out our business plan as discussed herein. In order to do so, we need to pay ongoing expenses, including particularly accounting fees incurred in conjunction with preparation and filing of this prospectus, and in conjunction with future compliance with its on-going reporting obligations. Although we have raised capital pursuant to a private offering to pay these anticipated expenses, we may not have sufficient funds to pay all or a portion of such expenses. If we fail to pay such expenses, we have not identified any alternative sources. We have raised capital which we believe will be sufficient until we consummate a merger or other business combination. If not, we will either cease operations or we will need to raise additional capital through the issuance of additional shares or through debt. There is no existing commitment to provide additional capital. There can be no assurance that we shall be able to receive additional financing

We do not intend to make any loans to any prospective merger or acquisition candidates or unaffiliated third parties. We have adopted a policy that we will not seek an acquisition or merger with any entity in which any of our officers, directors, and controlling stockholders or any affiliate or associate serves as an officer or director or holds any ownership interest.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We do not currently intend to retain any entity to act as a finder to identify and analyze the merits of potential target businesses. However, we presently contemplate that Michael Zaroff, one of our officers, directors and controlling stockholders, may introduce potential business combinations to us. No finder’s fees will be paid to Mr. Zaroff.

After this prospectus is declared effective by the Commission, our officers and directors intend to contact a number of registered broker-dealers to advise them of our existence and to determine if any companies or businesses they represent have an interest in considering a merger or acquisition with us. Business opportunities may also come to our attention from various sources, including professional advisers such as attorneys and accountants, venture capitalists, members of the financial community, and others who may present unsolicited proposals. If such person is not a registered broker-dealer, we will not pay any fees unless legally permitted to do so. All securities transactions effected in connection with our business plan as described in this prospectus will be conducted through or effected by a registered broker-dealer.

As to date there have been no discussions, agreements or understandings with any broker-dealers or finders regarding our search for business opportunities. Our management is not affiliated with any broker-dealers, and has not in the past retained a broker-dealer to search for business opportunities.

In the event of a successful acquisition or merger, we may pay a finder's fee, in the form of cash or common stock in the merged entity retained by us, to individuals or entities legally authorized to do so, if such payments are permitted under applicable federal and state securities law. The amount of any finder's fee will be subject to negotiation, and cannot be estimated at this time, but is expected to be comparable to consideration normally paid in like transactions. Management believes that such fees are customarily between 1% and 5% of the size of the transaction, based upon a sliding scale of the amount involved. Such fees are typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a $4,000,000 transaction. Any cash finder's fee earned will need to be paid by the prospective merger or acquisition candidate, because we do not have sufficient cash assets with which to pay any such obligation. If we are required pursuant to applicable federal or state securities laws, any finder retained by us will be a registered broker-dealer, who shall be compensated solely in accordance with the NASD regulations. No fees of any kind will be paid by us to our promoters and management or to our associates or affiliates.

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We may merge with a company which has retained one or more consultants or outside advisors. In such situation, we expect that the business opportunity will compensate the consultant or outside advisor. As of the date of this filing, there have been no discussions, agreements or understandings with any third-parties or with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between us and such other company. Consequently, we are unable to predict how the amount of such compensation will be calculated at this time. It is anticipated that any finder which the target company retains would likely be a registered broker-dealer.

We will not restrict our search to any specific kind of firm, but may acquire a venture which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence. The acquired business may desire to have its shares publicly traded, or may seek other perceived advantages which we may be able to offer by virtue of being a public shell with no liabilities, which shall be up to date in its reporting requirements, which management anticipates shall be eligible for trading on the OTC Bulletin Board subsequent to such Business Combination Transaction, and which shall be in good standing in the United States and the State of Delaware. There are no existing loan arrangements or arrangements for any financing whatsoever relating to any business opportunities.

This offering is being conducted pursuant to Rule 419 of the Securities Act. Accordingly, if and when any sale of securities is made by a selling stockholder prior to our entry into a merger, acquisition, or similar transaction (hereinafter collectively referred to as a “Business Combination Transaction”), the selling stockholders shall be required to enter into an escrow agreement as a condition of the sale prior to the consummation of the sale, and the securities being sold and the purchase price for the securities being sold (the purchasers of those shares are hereinafter referred to as the “Purchasers”) shall promptly be placed into escrow with an insured depository institution.

When we have entered into an agreement for a Business Combination Transaction with one or more businesses (the “Targets”), we shall file an amendment to this registration statement and send the Purchasers, if any, extensive information with respect to the Targets including, but not limited to, audited financial statements, and each Purchaser shall have a period of forty five (45) business days after the effective date of that amendment (the end of such period, the “Deadline”) in which to inform us if he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction, then, after the Business Combination Transaction is complete, which will be at least forty five (45) business days after the date upon which the SEC declares the amendment effective, we shall release the shares purchased by him, her or it to him, her or it and release from escrow the funds he, she or it paid for such shares, plus any interest or dividends which have been paid thereon during the period while such funds were held in escrow, to the selling stockholder from whom he, she or it purchased those shares. If a Purchaser fails to inform us on, or prior to, the Deadline that he, she or it wishes to remain an investor in our company subsequent to the closing of the Business Combination Transaction, his, her or its escrow funds, plus any interest or dividends thereon, shall be returned to him, her or it within five (5) business days after the forty fifth (45th) business day following the effective date of that amendment, and his, her or its shares shall be returned to the selling stockholder from whom he, she or it purchased his, her or its shares.

If any selling stockholders sold any shares to Purchasers, and we have not consummated a Business Combination Transaction within eighteen (18) months after the effective date of this registration statement, all escrow funds shall be returned to the Purchasers, plus any interest or dividends thereon, all of the shares held in escrow shall be returned to the selling stockholders from whom those Purchasers purchased them and we shall file a post-effective amendment to this registration statement removing the securities from registration and terminating the offering, in which event the shares would not be able to be sold unless they are registered or unless a valid exemption from registration is then available; please note that shares of a blank check company cannot be sold pursuant to Rule 144. In view of the fact that the escrow funds shall either be released to the selling stockholders or returned to the Purchasers, we shall not receive any funds from this offering.

0.10

10,000

1,000

11/10/2006

Kurt Marty

0.10

10,000

1,000

1/18/2007

Andreas Pliakas

0.10

10,000

1,000

11/10/2006

Arne Rupp

0.10

10,000

1,000

11/10/2006

Margrit Stocker Rupp

0.10

10,000

1,000

11/10/2006

Haldun Sacbüken

0.10

10,000

1,000

11/10/2006

Raul Senn

0.10

10,000

1,000

11/10/2006

Claude Schurch

0.10

10,000

1,000

2/5/2007

Siegfried Schurch

0.10

10,000

1,000

11/10/2006

Ulrich Schurch

0.10

10,000

1,000

11/10/2006

Kerstin Schurch-Rupp

0.10

10,000

1,000

11/10/2006

Tell Capital AG

0.10

10,000

1,000

11/10/2006

The sale of all shares except for the sale to the Keyes Family Trust were made outside the United States to “non U.S. persons” and are therefore exempt from registration under the Securities Act of 1933 pursuant to Regulation S. Pursuant to the subscription agreement signed by Richard Keyes, the trust’s trustee, on behalf of the Keyes Family Trust, Richard Keyes has sufficient knowledge and experience in business and financial matters to evaluate the information set forth in the subscription agreement, and the risks of the investment, to make an informed decision with respect thereto. Therefore, the sale of shares to the Keyes Family Trust through Richard Keyes was also exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as amended.

ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there may be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification which may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our Certificate of Incorporation provides that we will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

o any breach of the director's duty of loyalty to the corporation or its stockholders;

o acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

o payments of unlawful dividends or unlawful stock repurchases or redemptions; or

o any transaction from which the director derived an improper personal benefit.

Our Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all costs and expenses in connection with this offering, including but not limited to all expenses related to the costs of preparing, reproducing or printing this registration statement, legal expenses, and other expenses incurred in qualifying or registering the offering for sale under state laws as may be necessary, as well as the fees and expenses of our attorneys and accountants. It is anticipated that the total of all costs and expenses in connection with this offering will be approximately $17,000. This includes:

Attorney fees	$	0.00
CPA fees	$	9,000.00
SEC filing fee		1.29
Escrow agent fee	$	5,000.00
Filing Service	$	3,000.00
Total	$	17,001.29

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ITEM 26: EXHIBITS SCHEDULE

The following exhibits are filed with this prospectus:

Exhibit		Description
3.1		Articles of Incorporation (Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 on July 24, 2009 and incorporated herein by reference)
3.2		By-Laws (Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 on July 24, 2009 and incorporated herein by reference)
5.1		Opinion of Mintz & Fraade, P.C. (Previously filed with the Securities and Exchange Commission as Exhibit 5.1 to the Registrant’s Registration Statement on Form S-1 on July 24, 2009 and incorporated herein by reference)
23.1		Consent of Bernstein & Pinchuk LLP
99.1		Escrow Agreement

ITEM 27: UNDERTAKING

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) reflect in the prospectus any facts or events which, individually or, together, represent a fundamental change in the information in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

2. For determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4. For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv.

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

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5. For the purpose of determining liability under the Securities Act to any purchaser each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectus filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, Madison Enterprises Group has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York in the State of New York, on November 9, 2009.

Madison Enterprises Group, Inc.


By: /s/ Michael Zaroff
Michael Zaroff, President

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
	Chairman of the Board
/s/ Frederick M. Mintz	Director	November 9, 2009
Frederick M. Mintz

	President
/s/ Michael Zaroff	Director	November 9, 2009
Michael Zaroff	Principal Executive Officer

	Principal Accounting Officer
	Principal Financial Officer
/s/ Alan P. Fraade	Vice-President & Secretary	November 9, 2009
Alan P. Fraade	Director

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Madison Enterprises Group, Inc. - FORM S-1/A - November 9, 2009

Attached files

Madison Enterprises Group, Inc. Reports