UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2011

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission File Number: 333-148722

 

MAX CASH MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		02-0811868
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

50 Brompton Road, Apt. 1X

Great Neck, NY 11021

(Address of principal executive offices)

 

(646) 303-6840

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
		(Do not check if a smaller Reporting company)

 

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

 

There were 6,370,000 shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 21, 2012.

 

 

MAX CASH MEDIA, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2011

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Condensed Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	(Removed and Reserved)	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
SIGNATURES		27

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

	PAGE
Condensed Balance Sheets as of December 31, 2011 (unaudited) and September 30, 2011	4
Condensed Statements of Operations for the three months ended December 31, 2011 and 2010 (unaudited), and for the period from July 9, 2007 (inception) to December 31, 2011 (unaudited).	5
Condensed Statement of Changes in Stockholders’ Equity/(Deficiency) for the period from July 9, 2007 (inception) to December 31, 2011 (unaudited)	6
Condensed Statements of Cash Flows for the three months ended December 31, 2011 and 2010 (unaudited), and for the period from July 9, 2007 (inception) to December 31, 2011 (unaudited)	7
Notes to Condensed Financial Statements (unaudited)	8

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Consolidated Balance Sheets

 

		December 31,				September 30,
		2011				2011
		(Unaudited)
ASSETS
Current Assets
Cash		$	24,711			$	25,205
Total Current Assets			24,711				25,205
Other Assets
Debt Issue Costs, net			447				2,236
Total Other Assets			447				2,236
Total Assets		$	25,158			$	27,441
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable and Accrued Expenes		$	79,938			$	34,893
Accrued Interest Payable			83,543				38,775
Convertible Note Payable			2,050,000				2,050,000
Current  Liabilities			2,213,481				2,123,668
Long Term Liabilities
Convertible Note Payable			66,125				66,125
Note Payable			65,000				65,000
Total Liabilities			2,344,606				2,254,793
Commitments and Contingencies			-				-
Stockholders' Deficiency
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding			-				-
Common stock, $0.001 par value; 100,000,000 shares authorized, 6,370,000 and 6,370,000 shares issued and outstanding, respectively			6,370				6,370
Additional paid-in capital			152,273				151,623
Deficit accumulated during the development stage			(2,478,091	)			(2,385,345	)
Total Stockholder's Deficiency			(2,319,448	)			(2,227,352	)
Total Liabilities and Stockholders' Deficiency		$	25,158			$	27,441

 

See accompanying notes to condensed unaudited financial statements.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended								For the period from July 9, 2007
		December 31, 2011				December 31, 2010				(Inception) to December 31, 2011
Operating Expenses
Professional fees		$	44,681			$	17,374			$	330,468
General and administrative			3,303				2,188				64,968
Total Operating Expenses			47,984				19,562				395,436
Loss from Operations			(47,984	)			(19,562	)			(395,436	)
Other Income / (Expense)
Interest Income			6				2				897
Interest Expense			(44,768	)			(2,773	)			(83,552	)
Other Expense			-				-				(2,000,000	)
Total Other Income / (Expense) - net			(44,762	)			(2,771	)			(2,082,655	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES			(92,746	)			(22,333	)			(2,478,091	)
Provision for Income Taxes			-				-				-
NET LOSS		$	(92,746	)		$	(22,333	)		$	(2,478,091	)
Net Loss Per Share  - Basic and Diluted		$	(0.01	)		$	(0.00	)
Weighted average number of shares outstanding during the year/period - Basic and Diluted			6,370,000				6,370,000

 

See accompanying notes to condensed unaudited financial statements.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statement of Changes in Stockholders’ Equity (Deficiency)

For the Period from July 9, 2007 (Inception) to December 31, 2011

(Unaudited)

 

																						Deficit
																		Additional				accumulated during the								Total
		Preferred Stock								Common stock								paid-in				development				Subscription				Stockholders'
		Shares				Amount				Shares				Amount				capital				stage				Receivable				Equity/(Deficiency)
Balance July 9, 2007			-			$	-				-			$	-			$	-			$	-			$	-			$	-
Common stock issued for services to founder ($0.001)			-				-				5,000,000				5,000				-				-				-				5,000
Common stock issued for cash ($0.10/ per share)			-				-				255,000				255				25,245				-				(25,500	)			-
In kind contribution of services			-				-				-				-				593				-				-				593
Net loss for the period July 9, 2007 (Inception) to September 30, 2007			-				-				-				-				-				(16,593	)			-				(16,593	)
Balance, September 30, 2007			-				-				5,255,000				5,255				25,838				(16,593	)			(25,500	)			(11,000	)
Common stock issued for cash ($0.10/ per share)			-				-				1,115,000				1,115				110,385				-				-				111,500
Cash received for subscription receivable			-				-				-				-				-				-				25,500				25,500
In kind contribution of services			-				-				-				-				2,600				-				-				2,600
Net loss for the year ended September 30, 2008			-				-				-				-				-				(127,900	)			-				(127,900	)
Balance, September 30, 2008			-				-				6,370,000				6,370				138,823				(144,493	)			-				700
In kind contribution of services			-				-				-				-				2,600				-				-				2,600
Forgiveness of a third party account payable			-				-				-				-				5,000				-				-				5,000
Net loss for the year ended September 30, 2009			-				-				-				-				-				(40,718	)			-				(40,718	)
Balance, September 30, 2009			-				-				6,370,000				6,370				146,423				(185,211	)			-				(32,418	)
In kind contribution of services			-				-				-				-				2,600				-				-				2,600
Net loss for the year ended September 30, 2010			-				-				-				-				-				(90,826	)			-				(90,826	)
Balance, September 30, 2010			-				-				6,370,000				6,370				149,023				(276,037	)			-				(120,644	)
In kind contribution of services			-				-				-				-				2,600				-				-				2,600
Net loss for the year ended September 30, 2011			-				-				-				-				-				(2,109,308	)			-				(2,109,308	)
Balance, September 30, 2011			-				-				6,370,000				6,370				151,623				(2,385,345	)			-				(2,227,352	)
In kind contribution of services			-				-				-				-				650				-				-				650
Net loss for the three months ended December 31, 2011			-				-				-				-				-				(92,746	)			-				(92,746	)
Balance, December 31, 2011			-			$	-				6,370,000			$	6,370			$	152,273			$	(2,478,091	)		$	-			$	(2,319,448	)

 

See accompanying notes to condensed unauditedfinancial statements.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended								For the Period from July 9, 2007
		December 31, 2011				December 31, 2010				(Inception) to December 31, 2011
Cash Flows Used in Operating Activities:
Net Loss		$	(92,746	)		$	(22,333	)		$	(2,478,091	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services			650				650				11,643
Shares issued to founder for services			-				-				5,000
Impairment of note receivable			-				-				2,000,000
Amortization of Debt Issue Costs			1,789				-				5,142
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses			45,045				9,222				84,938
Increase in accrued interest payable			44,768				2,772				83,543
Net Cash Used In Operating Activities			(494	)			(9,689	)			(287,825	)
Cash flows from investing Activities
Notes received in exchange for cash			-				-				(2,000,000	)
Net cash used in Investing Activities			-				-				(2,000,000	)
Cash Flows From Investing Activities:
Debt Issue Costs											(5,589	)
Proceeds from note payable			-				-				65,000
Proceeds from loan payable			-				-				4,585
Repayment of loan payable			-				-				(4,585	)
Proceeds from loan payable- Related party			-				-				1,100
Repayment of loan payable - Related party			-				-				(1,100	)
Proceeds from convertible note payable			-				-				2,116,125
Proceeds from issuance of common stock			-				-				137,000
Net Cash Provided by Financing Activities			-				-				2,312,536
Net Increase/(Decrease) in Cash			(494	)			(9,689	)			24,711
Cash at Beginning of Period			25,205				11,410				-
Cash at End of Period		$	24,711			$	1,721			$	24,711
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-			$	-
Cash paid for taxes		$	-			$	-			$	120
Supplemental disclosure of non-cash investing and financing activities:
Forgiveness of Related Accounts Payable		$	-			$	-			$	5,000

 

See accompanying notes to condensed unaudited financial statements.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation

 

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

 

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

 

Max Cash Media, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 9, 2007. Activities during the development stage include developing the business plan and raising capital.

 

(B) Use of Estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include the allowance for doubtful accounts, the amortization of debt issuance costs and valuation of deffered tax assets. Actual results could differ from those estimates.

 

(C) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2011 and September 30, 2010, the Company had no cash equivalents.

 

(D) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of December 31, 2011 and 2010 there were no common share equivalents outstanding.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

(E) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date.

 

The Company’s federal income tax returns for the years September 30, 2007 through December 31, 2011 remain subject to examination by the Internal Revenue Service as of December 31, 2011.

 

(F) Business Segments

 

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

 

(G) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

(H) Reclassification

 

Certain amounts from prior period have been reclassified to conform to the current period presentation.

 

(I) Fair Value of Financial Instruments

 

The carrying amounts reported in the balance sheet for accounts payable, accrued expenses, convertible note payable and note payable approximate fair value based on the short-term maturity of these instruments.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

(J) Recent Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

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

 

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

 

(K) Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt.  These costs are amortized over the life of the debt to debt issue costs. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

(L) Notes Receivable

 

Notes receivable is recorded at cost and net of allowances for losses when a note is deemed to be impaired. The Company does not record interest income on notes receivable when the contractual payment of interest and/or principal is not received.

 

(M) Impairment of Notes Receivable

 

We review notes receivables for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. A note is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts recorded as assets on the balance sheet. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

 

When a note is impaired, we measure impairment based on the present value of expected cash flows discounted at the notes effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a notes observable market price or the fair value of collateral if the notes is collateral dependent. If a note is deemed to be impaired, we record a valuation allowance through a charge to earnings for any shortfall. Our assessment of impairment is based on considerable judgment and estimates.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

NOTE 2

NOTE RECEIVABLE

 

On August 4, 2011, the Company received a promissory note in exchange for $2,000,000 bearing interest at 8% with Prism Corporation (the Borrower). The loan was disbursed in four installments:

 

	·	August 9, 2011 - $1,000,000, due by November 9, 2011
	·	August 18, 2011 - $500,000, due by November 18, 2011
	·	August 31, 2011 - $250,000, due by November 30, 2011
	·	September 9, 2011 - $250,000, due by December 9, 2011

 

The loan was due and payable on the earliest of:

 

	·	On the dates mentioned above, or
	·	Closing of additional financing by the borrower of an amount equal to or greater of the amount loaned, or
	·	The date of closing of the merger between the borrower and the lender.

 

As part of the note receivable the borrower entered into a security and a pledge agreements with the Company. The security agreement is dated August 5, 2011 and Pledge Agreement is dated August 4, 2011. The Security Agreement granted the Company first priority security interest in all tangible and intangible assets of the borrower. The Pledge Agreement pledged 1,000 issued and outstanding shares of common stock of the borrower as security

 

As of December 31, 2011, none of the above events took place.   No repayment of the note occurred through today and the note receivable is in default. The Company is not recognizing the interest income on the note receivable since the note is in default.  Currently, the value of pledged capital stock cannot be determined and the entire $2,000,000 is deemed to be uncollectible and was fully reserved in the prior year. On January 9, 2012 the Company commenced litigation against the borrower to secure the Company’s interest in the pledged assets (See Note 10).

 

NOTE 3

DEBT ISSUE COSTS

 

During the three months ended December 31, 2011 and the year ending September 30, 2011, the Company paid debt issue costs totaling $0 and $5,589, respectively.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

The following is a summary of the Company’s debt issue costs:

 

Debt issue costs paid – 2011		$	5,589
Amortization of debt issue costs – September 30, 2011			(3,353	)
Debt issue costs – net – September 30,  2011		$	2,236
Amortization of debt issue costs – December 31, 2011		$	(1,789	)
Debt issue costs – net – December 31, 2011		$	447

 

During 2011, the Company amortized $5,142 of debt issue costs.

 

NOTE 4

STOCKHOLDERS’ EQUITY

 

(A) Common Stock Issued for Cash

 

During October 2007, the Company issued 1,115,000 shares of common stock for $111,500 ($0.10/share).

 

During October 2007, the Company collected $25,500 ($0.10/share) for the sale of 255,000 shares of common stock made during the period from July 9, 2007 (inception) through September 30, 2007.

 

(B) In-Kind Contribution

 

For the three months ended December 31, 2011, a shareholder of the Company contributed services having a fair value of $650 (See Note 8).

 

For the year ended December 31, 2011, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 8).

 

During the year ended September 30, 2009, a related party forgave accounts payable in the amount of $5,000 for services provided. The payable was reclassified to additional paid in capital as an in kind contribution of services (See Notes 5 and 8).

 

For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 8).

 

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 8).

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

For the year ended September 30, 2008, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 8).

 

For the year ended September 30, 2007 a shareholder of the Company contributed services having a fair value of $593. (See Note 8)

 

(C) Stock Issued for Services

 

On July 9, 2007, the Company issued 5,000,000 shares of common stock to its founder having a fair value of $5,000 ($0.001/share) in exchange for services provided (See Note 8).

 

NOTE 5

FORGIVENESS OF A PAYABLE

 

During the year ended September 30, 2009, a related party forgave accounts payable in the amount of $5,000 for services provided. The payable was reclassified to additional paid in capital as an in kind contribution of services (See Notes 4(B) and 8).

 

NOTE 6

LOAN PAYABLE

 

On May 10, 2010, the Company issued a promissory note in the amount of $65,000 due November 9, 2011 and bearing interest at a rate of 10% per annum. On November 9, 2011, the due date of the loan was extended to May 9, 2013. As of December 31, 2011, the Company has accrued $10,685 in interest payable.

(See Note 10).

 

During 2009, the Company owed $4,585 to an unrelated third party for expenses paid on behalf of the Company. The loan was repaid in full during August 2009.

 

For the year ended September 30, 2007, the Company received $1,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non interest bearing, unsecured and due on demand. The loan was repaid on October 23, 2007 (See Note 8).

 

NOTE 7

CONVERTIBLE NOTES PAYABLE

 

During August and September, 2011, the Company had a closing of a private placement (the “Bridge Offering”) of $2,000,000 principal amount of 8% Secured Convertible Promissory Notes (the “Notes”).    The Notes mature three months from the date of issuance.   Accrued interest is payable at maturity or upon conversion. As of December 31, 2011 the note payable is currently in default. All of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically be converted into shares of the Company’s Common Stock simultaneously with the closing of the Merger (if it occurs) at a price of $1.00 per share (subject to adjustment in certain circumstances).   For the year ended December 31, 2011, the closing of the merger did not take place and the convertible notes payable are outstanding. The company accrued $59,288 of interest on the note as of December 31, 2011. On December 30, 2011 the Company issued an amendment to the 10% convertible notes to exclude the August and September $2,000,000 8% convertible notes (“Bridge Offering”) as financing for the purposes of determining the conversion of the notes.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

During August 2011, the Company issued $66,125 of 10% convertible notes payable due the earlier of January 31, 2013 or upon the completion by the Company of a securities offering or other financing in which the Company raises a minimum of one million dollars.  The notes and accrued interest will be converted into the same instruments issued in the offering at the same price and terms in the offering.  Each holder is limited in their conversion to 9.99% of the total outstanding common shares.  If the notes are not converted, the notes require the Company to pay interest in shares of common stock on the due date based on the 10 day weighted average price of the Company’s common stock or if not such price exists, at a rate determined by the Board of Directors.  The notes are unsecured. The company accrued $2,661 of interest on the notes as of December 31, 2011.

 

On July 29, 2009, the Company issued a convertible promissory note in the amount of $50,000 due January 28, 2011 and bearing interest at a rate of 9% per annum. On January 28, 2011 the Company extended the due date of the note to July 27, 2012. All debt can be converted into shares at a conversion price to be mutually determined by the Company and the holder of the note. As of December 31, 2011, the Company has accrued $10,911 in interest payable.

 

NOTE 8

RELATED PARTY TRANSACTIONS

 

For the three months ended December 31, 2011, a shareholder of the Company contributed services having a fair value of $650 (See Note 4(B)).

 

For the year ended December 31, 2011, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 4(B)).

 

For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 4(B)).

 

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 4(B)).

 

For the year ended September 30, 2008 a shareholder of the Company contributed services having a fair value of $2,600 (See Note 4(B)).

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

During the year ended September 30, 2009, a related party forgave accounts payable in the amount of $5,000 for services provided. The payable was reclassified to additional paid in capital as an in kind contribution of services (See Note 5).

 

For the year ended September 30, 2007, the Company received $1,100 from a principal stockholder. Pursuant to the terms of the loan, the loan is non interest bearing, unsecured and due on demand. The loan was repaid on October 23, 2007 (See Note 6).

 

For the year ended September 30, 2007, a shareholder of the Company contributed services having a fair value of $593 (See Note 4(B)).

 

On July 9, 2007, the Company issued 5,000,000 shares of common stock to its founder having a fair value of $5,000 ($0.001/share) in exchange for services provided (See Note 4B)).

 

NOTE 9

GOING CONCERN

 

As reflected in the accompanying financial statements, the Company is in the development stage and has accumulated losses of $2,478,091 and a negative cash flow from operations of $287,825 since inception. In addition, the Company has a stockholders’ deficiency of $2,319,448 and working capital deficiency of $2,188,770 as of December 31, 2011.   In addition, $2,000,000 of notes payable are currently in default. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company intends to make every commercially reasonable effort to pursue collection of the notes receivable, including all legal options.  Additionally, the Company expects to raise additional capital to meet its working capital needs, although there can be no assurance it will be successful in those efforts. The Company believes that these actions provide the opportunity for the Company to continue as a going concern.

 

NOTE 10

SUBSEQUENT EVENTS

 

On January 9, 2012, the Company commenced litigation in the Federal Court for the Southern District of New York (the “Court”) against Prism Corporation and its President Joe Loftis (the “Defendants”).  The Complaint states causes of action against the Defendants for breach of contract, seizure of collateral and injunctive relief, and seeks to obtain a Judgment in the amount of $2,000,000 plus interest and all costs due under the four promissory notes at issue.  In an effort to ensure that the Company’s first priority security interest in Prism's assets (the “Collateral” under the relevant security and pledge agreements) remains intact throughout the pendency of the litigation, the Company also successfully petitioned the Court to issue an Order to Show Cause with Temporary Restraining Order, thereby enjoining Defendants from, among other things, selling, assigning, transferring, conveying or otherwise disposing of any of the Collateral.  On January 20, 2012, the Court granted the Company’s motion for a preliminary injunction against the Defendants. The Company’s attorneys will continue to aggressively pursue all available remedies.

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2011

(UNAUDITED)

 

On February 1, 2012, the Company issued a convertible promissory note in the amount of $20,000. This promissory note matures on July 31, 2013, and both the principal and accrued interest will be mandatorily converted upon the closing of the next securities offering or other financing by the Company in which the Company raises a minimum of US one million dollars ($1,000,000), which offering closes concurrent with the closing of a related merger or other acquisition transaction (the “Financing”), at a price equal to either (a) the price per share of stock (or unit of stock and other securities) paid by investors in the Financing, if the Financing is an issuance of stock (or unit of stock and other securities), or (b) the price paid by investors in the Financing, expressed as a percentage of the face amount of debt securities, if the Financing is an issuance of debt securities (or units of debt securities and other securities) (including debt securities convertible into stock).

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Statement Regarding Forward-Looking Information

 

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

 

Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

 

The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

 

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

 

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and accompanying notes included our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed with the Securities and Exchange Commission.

 

 

Limited Operating History

 

We were incorporated in the State of Nevada on July 9, 2007, with the intention of acquiring and marketing intellectual properties within the entertainment industry.  We conducted minimal operations in this line of business and have since decided to discontinue operations in this area.  We are presently inactive, but we are looking at ventures of merit for corporate participation as means of enhancing shareholder value.  This may involve sales of our equity or debt securities in merger or acquisition transactions.

 

Transactions with Prism Corporation

 

In August 2011, we entered negotiations relating to a proposed reverse triangular merger (the “Merger”) with Prism Corporation, an Oklahoma corporation (“Prism”), a privately held company active in the oil, gas and energy business in several states of the southern and western United States. In connection with those Merger discussions with Prism, it was contemplated that we might conduct a private placement offering (the “PPO”) for up to 2,500,000 shares of our common stock, par value $0.0001 (the “Common Stock”), to close simultaneously with the closing of the Merger.

 

On August 9, 2011, we had a first closing of a private placement (the “Bridge Offering”) of $1,000,000 principal amount of our 8% Secured Convertible Promissory Notes (the “Bridge Notes”).  On August 18, 2011, we had a second closing of the Bridge Offering of $500,000 principal amount of Bridge Notes, on August 31, 2011, we had a third closing of the Bridge Offering of $250,000 principal amount of Bridge Notes, and on September 29, 2011, we had a fourth closing of the Bridge Offering of $250,000 principal amount of Bridge Notes. In the aggregate, we sold $2,000,000 in principal amount of the Bridge Notes. Each of the Bridge Notes matured three months from the date of issuance.  Accrued interest was to be payable at maturity or upon earlier conversion as described below.

 

All of the outstanding principal amount of, and accrued but unpaid interest on, the Bridge Notes was to be converted automatically into shares of our Common Stock simultaneously with the closing of the Merger at a price of $1.00 per share (subject to adjustment in certain circumstances).

 

 The net proceeds of the sale of the Bridge Notes in the Bridge Offering were utilized by us to make loans (the “Bridge Loans”) to Prism under four 8% Secured Bridge Loan Promissory Notes (aggregating to $2,000,000 in principal amount), under which all accrued interest was to be payable at maturity, and which were to mature on the earlier to occur of (a) three months from the date of issuance or (b) the closing of any subsequent financing by Prism that resulted in gross proceeds to Prism of an amount equal to or greater than the aggregate amount loaned to Prism under the Bridge Loans; provided that upon the consummation of the Merger prior to such maturity, all indebtedness of Prism to us (including accrued interest) represented by the Bridge Loans was to be deemed canceled and paid in full.

 

The Bridge Notes are secured by: (i) a first priority security interest in all of our assets relating to the Bridge Loans, now owned or hereafter acquired by the Company; (ii) a first priority security interest in all of the tangible and intangible assets of Prism now owned or hereafter acquired by Prism; and (iii) a pledge by certain shareholders of Prism of 100% of the outstanding capital stock of Prism.

 

 

Discussions with Prism relating to the proposed Merger and related PPO terminated with neither Prism nor us being bound to proceed with the Merger or PPO. All of the Bridge Loans and the Bridge Notes have passed their maturity dates and all are currently in default. Because the value of the capital stock pledged as collateral against the Bridge Loans cannot be determined, we have deemed the entire $2,000,000 to be uncollectible and we have written it off.

 

Discussions are underway with Prism relating to the repayment to us of the $2,000,000 aggregate principal amount of the Bridge Loans along with accrued and unpaid interest on the Bridge Loans. We have also begun legal actions against Prism (see Part II, Item 1. Legal Proceedings, below, for a discussion of the legal proceedings relating to this matter) and we intend to aggressively pursue all legal remedies available to us in connection with the collection of these debts.

 

Material Changes in Results of Operations

 

We have not generated any revenues from operations for the period from July 9, 2007 (date of inception) through December 31, 2011.

 

Three Months Ended December 31, 2011

 

We incurred an operating loss of $47,984 for the three month period ended December 31, 2011, compared to an operating loss of $19,562 for the three month period ended December 31, 2010. The increase in operating loss for the three month period ended December 31, 2011 was mainly due to increased professional fees related to our financial reporting obligations.

 

Net loss for the three month period ended December 31, 2011 was $92,743, compared to a net loss of $22,333 for the three month period ended December 31, 2010. Expenses in the three month period ended December 31, 2011 were comprised of professional fees of $44,681, general and administrative expenses of $3,303, and net interest expenses of $44,762.

 

Interest expenses related to promissory notes outstanding were $2,773 for the three months ended December 31, 2010. Interest expenses were $44,768 for the three months ended December 31, 2011.

 

Period from Inception to December 31, 2011

 

We incurred an operating loss of $395,436 for the period from July 9, 2007 (inception) through December 31, 2011, and we have not generated any operating revenues since inception. We anticipate that we will not generate any operating revenues until we are able to raise additional capital to fund our operations.

 

Net losses for the period from July 9, 2007 (inception) through December 31, 2011 amounted to $2,478,091. Expenses in that period were comprised of professional fees of $330,468, general and administrative expenses of $64,968, and net interest expenses of $82,655.

 

 

Liquidity and Capital Resources

 

Since our inception, we have been financed primarily by loans and private placements of our common stock. We raised $25,500 from July 9, 2007 (inception) through September 30, 2007 and $137,000 in October 2007 from sales of common stock. In July 2009, we issued a convertible promissory note in the principal amount of $50,000, and in May 2010, we issued a promissory note in the amount of $65,000.

 

From August to September 2011, we issued $2,066,125 in principal amount of convertible promissory notes (the “2011 Convertible Notes”). According to their original terms, the 2011 Convertible Notes were supposed to automatically convert at the initial closing of the next private placement following the issuance of the 2011 Convertible Notes in which we sold at least $1,000,000 of our securities into the securities sold in such private placement. As such, the 2011 Convertible Notes were supposed to have converted into Bridge Notes as sold in the Bridge Offering. We have amended the 2011 Convertible Notes such that this conversion feature did not apply with respect to the Bridge Offering.

 

From August to September 2011, we issued $2,066,125 in principal amount of the Bridge Notes which we lent as Bridge Loans to Prism in exchange for a note receivable. The Bridge Loans are in default and we have written off the entire amount of the note receivable.

 

The total net funds raised, from notes payable and the issuance of common stock less offering costs, of $2,312,536 since inception through December 31, 2011 have been used principally as follows: (a) $64,968 in general and administrative expenses, and (b) $330,468 in professional fees in connection with the filing of a registration statement and our financial reporting requirements. At December 31, 2011, we had available cash balances of $24,711 which are held in interest bearing bank accounts.

 

As reflected in the accompanying financial statements, we are in the development stage with no operations, we have used net cash in operations of $287,825 from inception, and have a net loss since inception of $2,478,091. The Company also has a working capital deficiency of $2,188,770 and a stockholders’ deficiency of $2,319,448 as of December 31, 2011.  This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We believe that, at our current level of operation, we do not have sufficient cash to meet our expenses for the next twelve months. We expect that we will need to obtain additional capital in order to maintain our public company regulatory requirements and execute our business plan. In order to obtain capital, we may need to sell additional shares of our common stock or debt securities, or borrow funds from private lenders or banking institutions. We have not made any decisions with respect to any such financing. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

 

 

Subsequent Events

 

On February 1, 2012, we completed a private placement offering in which we sold $20,000 principal amount of our 10% convertible promissory notes to one investor. This promissory note matures on July 31, 2013, and both the principal and accrued interest will be mandatorily converted upon the closing of the next securities offering or other financing by the Company in which the Company raises a minimum of US one million dollars ($1,000,000), which offering closes concurrent with the closing of a related merger or other acquisition transaction (the “Financing”), at a price equal to either (a) the price per share of stock (or unit of stock and other securities) paid by investors in the Financing, if the Financing is an issuance of stock (or unit of stock and other securities), or (b) the price paid by investors in the Financing, expressed as a percentage of the face amount of debt securities, if the Financing is an issuance of debt securities (or units of debt securities and other securities) (including debt securities convertible into stock).

 

The sale of the promissory note was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and Regulation D and/or Regulation S promulgated thereunder, as transactions by an issuer not involving a public offering. The purchaser of the note represented its intention to acquire the note for investment only and not with a view to or for sale in connection with any distribution thereof, and an appropriate restrictive legend affixed affixed to promissory note issued in the transactions The purchaser of the note represented and warranted, among other things, that it was an accredited investor within the meaning of Regulation D, that it had the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of an investment in the note and had the ability to bear the economic risks of the investment, and that it had adequate access to information about us.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

 

 

Off Balance Sheet Transactions

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

The management of Max Cash Media, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Noah Levinson, our Chief Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive and financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

 

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of December 31, 2011; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

 

 

1.

We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

 

2.

We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:

 

Management believes that the material weaknesses set forth the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management's Remediation Initiatives

 

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

 

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

 

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

 

 

Changes in internal control over financial reporting.

 

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

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On January 9, 2012, we commenced litigation in the Federal Court for the Southern District of New York (the “Court”) against Prism Corporation and its President Joe Loftis (the “Defendants”). The Complaint states causes of action against the Defendants for breach of contract, seizure of collateral and injunctive relief, and seeks to obtain a Judgment in the amount of $2,000,000 plus interest and all costs due under the four promissory notes at issue. In an effort to ensure that our first priority security interest in Prism's assets (the “Collateral” under the relevant security and pledge agreements) remains intact throughout the pendency of the litigation, we also successfully petitioned the Court to issue an Order to Show Cause with Temporary Restraining Order, thereby enjoining Defendants from, among other things, selling, assigning, transferring, conveying or otherwise disposing of any of the Collateral. On January 20, 2012, the Court granted our motion for a preliminary injunction against the Defendants. Our attorneys will continue to aggressively pursue all available remedies.

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

We issued no equity securities during the quarter ended December 31, 2011.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

31.1	Certification of Principal Executive Officer and Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 

 

32.1	Certification of Chief Executive Officer and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

February 21, 2012	MAX CASH MEDIA, INC.
	By:	/s/ Noah Levinson
		Noah Levinson, Chief Executive Officer and
		Chief Financial Officer