Filed
Pursuant to Rule 424(b)(1)
1,370,000
SHARES OF
MAX
CASH MEDIA, INC.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. Our common stock is presently not
traded on any market or securities exchange and have no voting rights. The
1,370,000 shares of our common stock can be sold by selling security holders at
a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the necessary
documents with the National Association of Securities Dealers, which operates
the OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT
INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON 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: February __, 2008
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PAGE
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Determination
of Offering Price
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Directors,
Executive Officers, Promoters and Control
Persons
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Security
Ownership of Certain Beneficial Owners and
Management
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Description
of Securities Interests of Named Experts and
Counsel
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Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
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Organization
Within Last Five Years
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Certain
Relationships and Related Transactions
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Market
for Common Equity and Related Stockholder
Matters
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Index
to Financial Statements
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Max Cash
Media Inc., DBA www.PitchProject.com (“the Company”) was incorporated in Nevada
in July 2007 to acquire and market intellectual properties in the entertainment
industry.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.10 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with the National Association
of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can
there be any assurance that such an application for quotation will be approved.
We have agreed to bear the expenses relating to the registration of the shares
for the selling security holders.
Summary
Financial Data
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,” “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception (July 9, 2007)
through September 30, 2007 are derived from our audited financial
statements.
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For
the Period from
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STATEMENT
OF OPERATIONS
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WHERE
YOU CAN FIND US
Our
principal executive office location and mailing address is 50 Brompton Road,
Apt. 1X, Great Neck, NY 11021. Our telephone number is (646)
303-6840.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Nevada in July 2007. We have no significant financial resources
and no revenues to date. The likelihood of our success must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered by a small developing company starting a new business
enterprise and the highly competitive environment in which we will operate.
Since we have a limited operating history, we cannot assure you that our
business will be profitable or that we will ever generate sufficient revenues to
meet our expenses and support our anticipated activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS
PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.
We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. Moreover,
in addition to monies needed to continue operations over the next twelve months,
we anticipate requiring additional funds in order to significantly expand our
operations and acquire the operating entities as set forth in our plan of
operations. No assurance can be given that such funds will be available or, if
available, will be on commercially reasonable terms satisfactory to us. There
can be no assurance that we will be able to obtain financing if and when it is
needed on terms we deem acceptable.
If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms could have a material adverse effect on our
business, operating results, or financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. From inception to September
30, 2007, we have incurred a net loss of $16,593. If we cannot obtain sufficient
funding, we may have to delay the implementation of our business
strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF NOAH LEVINSON. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT
OR EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Noah Levinson, our only officer. We currently do not have
an employment agreement with Mr. Levinson. The loss of his services could have a
material adverse effect on our business, financial condition or results of
operation.
THE
OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD
NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES.
THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE
COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.10 for the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price bears no relationship to
the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can
there be any assurance that such an application for quotation will be approved
or that a regular trading market will develop or that if developed, will be
sustained. In the absence of a trading market, an investor may be unable to
liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
USE
OF PROCEEDS
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
DETERMINATION
OF OFFERING PRICE
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in our private placement which was completed in October 2007 pursuant to an
exemption under Rule 506 of Regulation D.
The
offering price of the shares of our common stock has been determined arbitrarily
by us and does not necessarily bear any relationship to our book value, assets,
past operating results, financial condition or any other established criteria of
value. The facts considered in determining the offering price were our financial
condition and prospects, our limited operating history and the general condition
of the securities market. Although our common stock is not listed on a public
exchange, we will be filing to obtain a listing on the Over The Counter Bulletin
Board (OTCBB) concurrently with the filing of this prospectus. In order to be
quoted on the Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. There can be no assurance
that a market maker will agree to file the necessary documents with the National
Association of Securities Dealers, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
DILUTION
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
PENNY
STOCK CONSIDERATIONS
Our
common stock will be penny stock; therefore, trading in our securities is
subject to penny stock considerations. Broker-dealer practices in connection
with transactions in “penny stocks” are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also 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, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
SELLING
SHAREHOLDERS
The
shares being offered for resale by the selling stockholders consist of the
1,370,000 shares of our common stock held by 44 shareholders of our common stock
which sold in our Regulation D Rule 506 offering completed in October
2007.
The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of February 5,
2008 and the number of shares of common stock being offered by the selling
stockholders. The shares being offered hereby are being registered to permit
public secondary trading, and the selling stockholders may offer all or part of
the shares for resale from time to time. However, the selling stockholders are
under no obligation to sell all or any portion of such shares nor are the
selling stockholders obligated to sell any shares immediately upon effectiveness
of this prospectus. All information with respect to share ownership has been
furnished by the selling stockholders.
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Name
of selling stockholder
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Shares of common
stock owned prior to
offering
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Shares of common
stock to be
sold
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Shares of common
stock owned
after offering
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Percent of common
stock owned
after offering
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Except
as listed below, to our knowledge, none of the selling shareholders or their
beneficial owners:
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has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
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has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
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Are
broker-dealers or affiliated with broker-dealers.
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(1) Alexander
and Byron Balasco are brothers.
(2) Brian
and Cynthia Burndette are husband and wife.
(3) John
and Beverly Cline are husband and wife.
(4) Harold
and Patricia Gignac are husband and wife.
(5) David
and Myunghee Ihn are husband and wife and Tai Ihn is their
daughter.
(6) Eul
and Myung Kang are husband and wife and Jung is their daughter.
(7) George
and Donna Knight are husband and wife.
(8) Steven
Pyun is the brother of Irv Pyun, the Company’s Secretary.
(9) Brian
Pyun is the son of Steven Pyun and the nephew of Irv Pyun, the Company’s
Secretary.
(10)
Samir and Sashi Shelat are husband and wife.
(11)
Hudson and Angela Smelcer are husband and wife.
(12)
Frank and Georgye Woody are husband and wife.
PLAN
OF DISTRIBUTION
The
selling security holders may sell some or all of their shares at a fixed price
of $0.10 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order
to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
the National Association of Securities Dealers, which operates the OTC
Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. There can be no assurance that a
market maker will agree to file the necessary documents with the National
Association of Securities Dealers, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved. However, sales by selling security holder must be made at the
fixed price of $0.10 until a market develops for the stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may be
changed. The distribution of the shares may be effected in one or more of the
following methods:
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ordinary
brokers transactions, which may include long or short
sales,
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transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
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through
direct sales to purchasers or sales effected through
agents,
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o
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through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
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any
combination of the foregoing.
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In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $50,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
LEGAL
PROCEEDINGS
There are
no legal proceedings pending or threatened against us.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
executive officer’s and director’s and their respective ages as
of February 5, 2008 are as follows:
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NAME
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AGE
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POSITION
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Noah
Levinson
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35
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Founder,
Chairman, CEO and Director
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Irv
Pyun
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51
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Secretary
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Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Noah
Levinson
Noah
Levinson is currently the Vice President and Operations Manager for
Refinance.com, a privately held mortgage bank in New York. Previous
to the mortgage business, Mr. Levinson worked extensively in the entertainment
industry. His first job out of college was at EMI Records doing dance
music promotion. Mr. Levinson then served as a personal assistant to
actor Danny DeVito in Los Angeles, and cultivated many relationships in the
field. After two years in California, Mr. Levinson returned to New
York to pursue his passion in public relations. Following several
consulting positions, Mr. Levinson created his own boutique public relations
firm, Citiwide Media Inc., and handled events for such clients as New Line
Cinema, Sundance Channel, and the Raul Julia Ending Hunger fund.
Irv
Pryun
Irv
Pyun is
Senior Vice President of TriSure Benefits LLC. He was previously
owner and CEO of Benefit Solutions Group, Inc., an employee benefits
brokerage/consulting firm in Raleigh. Irv attended
Brown University and has over 27 years of experience evaluating group
insurance plans. He was an officer and manager of the Group
Underwriting Department with The Prudential Insurance Company of America and was
responsible for underwriting group accounts ranging from 100 to 20,000
employees. He is familiar with various funding mechanisms for all
types of benefit plans whether they are fully insured, partially self-insured,
or self-insured. As an independent brokerage consultant, he has been
advising employers on their employee benefit programs for more than 22 years,
and served as Chairman of the Select Committee on Health Care for the City of
Raleigh. Irv is also a partner with Vesta Enterprises, LLC, a venture
firm specializing in real estate. Mr. Pyun is also currently involved
with the production of two movies and a PBS TV show. The movies will
be released this fall and the tv show is scheduled to air January
2008.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of February 5,
2008 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
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Common
Stock
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Noah
Levinson
50
Brompton Road, Apt. 1X
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5,000,000
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78.13%
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Common
Stock
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All
executive officers and directors as a group
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5,000,000
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78.13%
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DESCRIPTION
OF SECURITIES
General
Our
authorized capital stock consists of 100,000,000 Shares of common stock, $0.001
par value per Share and 10,000,000 shares of preferred stock, par value $0.001
per share. There are no provisions in our charter or by-laws that would delay,
defer or prevent a change in our control.
Common
Stock
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per Share on all matters on which shareholders may
vote.
All
Shares of common stock now outstanding are fully paid for and non-assessable and
all Shares of common stock which are the subject of this private placement, when
issued, will be fully paid and non-assessable. We refer you to our
Articles of Incorporation, Bylaws and the applicable statutes of the state of
North Carolina for a more complete description of the rights and liabilities of
holders of our securities. All material terms of our common stock
have been addressed in this section.
Holders
of Shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding Shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining Shares will not be able
to elect any of our directors.
Preferred
Stock
We are
authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per
Share. The terms of the preferred Shares are at the discretion of the
board of directors. Currently no preferred Shares are issued and
outstanding.
Dividends
We have
not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and
depends upon our earnings, if any, our capital requirements and
financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
The
financial statements included in this prospectus and the registration statement
have been audited by Webb & Company, P.A. to the extent and for the periods
set forth in their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Nevada Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person 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 by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act 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 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 legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
ORGANIZATION
WITHIN LAST FIVE YEARS
We were
incorporated in July 2007 in the State of Nevada. In July 2007, we issued
5,000,000 Founder Shares at par value of $0.001 to, Noah Levinson in
consideration for services provided. In September 2007 and October we
sold 1,370,000 common shares at $0.10 per share in connection with our private
placement.
DESCRIPTION
OF BUSINESS
General
The
Company was incorporated in July 2007 in Nevada with the intention of acquiring
and marketing intellectual properties within the entertainment
industry. Initially, we intend to introduce our web site as a
destination for writers looking to market their intellectual
property. Once in possession of said properties, we will actively
market them to various avenues within the entertainment industry.
We are
establishing business relationships with talent agencies, film academies, film
festivals, and literary magazines. We will look to form strategic
partnerships that will allow us to market our properties.
Properties
The
Company is in preliminary talks to acquire its first property. We
intend for the screenplay “Bring Back the Clowns” to be our first business
venture. The story is of a Puerto Rican/Jewish family living in City Island
in the Bronx, NY with a crazy matriarchal grandmother and her lovable
grandson. The Latino market is virtually untouched in Hollywood and this
film has potential to generate huge revenues. Actress Salma Hayek
recently created a production company to market exactly this kind of
project. An article in the Boston Herald read, “Salma Hayek and
Metro-Goldwyn-Mayer Inc. have formed a new production company aiming to create
movies that not only feature Latino themes and talent, but also have mass-market
appeal.” Various people in the entertainment industry feel that this
is an exciting new concept as well as a great way to tap into unknown
talent.
COMPETITION
We plan
on soliciting material from everyday people who have a story or an idea that
they do not know how to market. We can capitalize on the “average
joe” who has always had an idea and never had an outlet for it.
We expect
that the company’s web site will compete with talent agencies, movie studios and
literary magazines for intellectual property. We will not have the
marketing dollars or the exposure that they have, but we will have a major
advantage over the big players in the industry as they have certain restrictions
in place for unsolicited material. Many companies have the following
practices in place:
1 Movie
studios generally do not accept unsolicited material for fear of copyright
infringement lawsuits. When unsolicited material enters the mailroom
it is promptly sent back to its sender.
2 Movie
studios generally only look to acquire screenplays and books. This is
usually done through literary agencies, talent agencies and publishing
companies.
MARKETING
The
Company will look to market itself via its web site and advertising
materials. We will advertise in trade publications, literary
magazines, film academy literature, writing workshops, and at film
festivals. We will look to utilize existing mailing and email lists
of these organizations to promote the web site and drive
submissions.
We
believe that through the use of ‘guerilla marketing’ we will be able to keep
costs to a minimum and create a buzz in the entertainment
community. As word of mouth spreads, we hope to be inundated with
submitted material.
Web
Site
The
Company will design an exciting and interactive web site to encourage the
submission of material. The web site will allow individuals to upload
their content which will then be emailed to one of our staff
readers.
Acquisition
Cost for Properties
When a
property is acquired, the Company will receive North American rights and a one-
year film option. We will pay $500 for the submitted
product. This will allow ample time to market the said
product.
Promotions
The
Company will conduct marketing in support of the URL which will address two
basic goals: to build the Company brand and to solicit for
submissions.
Our
promotional tactics can be categorized into three areas: advertising, film
festival and film academy promotions and public relations.
Advertising
The
Company expects to aggressively advertise in such publications as The Hollywood
Reporter, and Daily Variety, which are the two largest trade publications in the
entertainment industry. We will establish strategic partnerships with
entertainment web sites to drive traffic to our web site.
Film Festival &
Film Academy
Promotions
The
Company will sponsor events at film festivals. We will establish a
presence at such film festivals as The Sundance Film Festival and The Tribeca
Film Festival, which are two most high profile film festivals in the United
States. We will look to distribute literature through gift bags and
giveaways.
The
company will sponsor writing competitions at film academies and writing
workshops. This will generate brand awareness and drive submissions
to the web site.
Public
Relations
In
addition to advertising and promotions, the Company will use traditional public
relations to raise awareness of the Company. Our public relations strategy is
designed to build brand awareness with limited cash outlay. The Company plans to
develop a media kit that will contain information about the Company and our
vision. The company plans to build brand awareness with paid advertising. The
Company hopes to have an on-site presence at film academies and film schools.
The Company plans seek endorsements from celebrities and established mainstream
writers. Also, the Company will work to establish relations with key
entertainment reporters such as Army Archerd and opinion leaders in trade
publications.
MANAGEMENT
DISCUSSION AND ANALYSIS
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Plan
of Operation
The
Company has not begun operations, and we require outside capital to implement
our business model.
1. We
believe we can begin to implement our plan to acquire intellectual
property.
2. All
functions will be coordinated and managed by the founder of the Company,
including marketing, finance and operations. We intend to hire a part-time
employee to coordinate marketing efforts and read submissions. The time
commitment of the position will depend upon the aggressiveness of our
submissions, but we believe it will require a minimum of $15,000 to hire the
personnel needed to assist with our new business activity.
3. We
intend to launch our web site and begin targeted marketing to drive submissions
by the end of the second quarter of 2008. We intend to support these marketing
efforts through advertising and the development of high-quality printed
marketing materials to distribute at writing workshops, film academies and film
festivals. We expect the total cost of the marketing program to range from
$10,000 to $75,000. During this preliminary launch period, we also
expect to invest between $1,000 and $5,000 in accounting software.
4. Within
90-120 days of the initiation of our marketing campaign, we believe that we will
begin to generate submissions and acquire our first properties.
In
summary, we should be generating revenues from our acquired property within 180
days of out first product purchase and a maximum of 240 days.
If we are
unable to market effectively our acquired properties, we may have to suspend or
cease our efforts. If we cease our previously stated efforts, we do
not have plans to pursue other business opportunities.
Limited
Operating History
We have
generated less than two full years of financial information and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing. We cannot guarantee that the expansion efforts
described in this Memorandum will be successful. Our business is
subject to risks inherent in growing an enterprise, including limited capital
resources and possible rejection of our acquired properties.
Future
financing may not be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution
to existing shareholders.
Results
of Operations
For the
period from inception through September 30, 2007, we had no revenue. Expenses
for the period totaled $16,593 resulting in a loss of $16,593. Expenses of
$16,593 for the period consisted of $5,593 for general and administrative
expenses and $11,000 for professional fees.
Capital
Resources and Liquidity
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $65,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
DESCRIPTION
OF PROPERTY
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On July
9, 2007, we issued 5 million founder shares of common stock to Noah Levinson
pursuant to the exemption from registration set forth in section 4(2) of the
Securities Act of 1933. The total purchase price of the Shares was
$5,000.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms apart. However, we can provide no assurance that our shares of common
stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.
Holders of Our Common
Stock
As of the
date of this registration statement, we had 44 shareholders of our common
stock.
Rule 144
Shares
As
of February 5, 2008 there are no shares of our common stock which are
currently available for resale to the public and in accordance with the volume
and trading limitations of Rule 144 of the Act. After October 2008, the
1,370,000 shares of our common stock held by the 44 shareholders who purchased
their shares in the Regulation D 506 offering by us will become available for
resale to the public and in accordance with the volume and trading limitations
of Rule 144 of the Act.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company’s common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed 1% of
the number of shares of the company’s common stock then outstanding which, in
our case, would equal approximately 64,000 shares of our common stock as of the
date of this prospectus.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company’s affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
Stock Option
Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
Compensation of Executive
Officers
Summary
Compensation Table
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended September 30, 2007 in all capacities for the accounts of our executives,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
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Non-Equity Incentive Plan
Compensation ($)
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Non-Qualified
Deferred Compensation Earnings
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Noah
Levinson
Founder,
Chairman, and CEO
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2007
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$
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0
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0
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0
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0
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0
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0
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0
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$
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0
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Option Grants Table. There
were no individual grants of stock options to purchase our common stock made to
the executive officer named in the Summary Compensation Table through September
30, 2007.
Aggregated Option Exercises and
Fiscal Year-End Option Value Table. There were no stock
options exercised during period ending September 30, 2007 by the executive
officer named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”)
Awards Table. There were no awards made to a named executive officer in
the last completed fiscal year under any LTIP
Compensation
of Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our officers or
directors.
AVAILABLE
INFORMATION
We have
filed a registration statement on Form SB-2 under the Securities Act of 1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is filed as a part
of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. We refer you to our
registration statement and each exhibit attached to it for a more complete
description of matters involving us, and the statements we have made in this
prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement and exhibits and schedules
filed with the Securities and Exchange Commission at the Commission’s principal
office in Washington, D.C.Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. In addition, we will file electronic versions of our annual and
quarterly reports on the Commission’s Electronic Data Gathering Analysis and
Retrieval, or EDGAR System. Our registration statement and the referenced
exhibits can also be found on this site as well as our quarterly and annual
reports. We will not send the annual report to our shareholders unless requested
by the individual shareholders.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
CONTENTS
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PAGE
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F-1
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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PAGE
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F-2
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PAGE
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F-3
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PAGE
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F-4
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PAGE
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F-5
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PAGES
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F-6
- F-9
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NOTES
TO FINANCIAL STATEMENTS
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Webb
& Company, P.A.
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Certified
Public Accountants
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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of: Max Cash Media, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Max Cash Media. Inc. (A Development
Stage Company) as of September 30. 2007, and the related statements of
operations, changes in shareholder's equity and cash flows for the period from
July 9, 2007 (inception) to September 30, 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Max Cash Media. Inc. (A Development
Stage Company) as of September 30, 2007 and the results of its operations and
its cash flow for the for the period from July 9, 2007 (inception) to September
30, 2007 in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is in the development stage with no operations, has a
net loss since inception of $12,300, used cash operations of S1,000 and has a
working capital and stockholders deficiency of 511,000. This raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning this matter are also described in Note 4. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
WEBB & COMPANY. P.A.
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Max
Cash Media, Inc.
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(A
Development Stage Company)
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Balance
Sheet
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ASSETS
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Current
Assets
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LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
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Loan
payable - related party
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Preferred
stock, $0.001 par value; 10,000,000 shares
authorized,
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none issued and outstanding
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Common
stock, $0.001 par value; 100,000,000 shares authorized,
5,255,000
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Additional
paid-in capital
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Less: Stock subscription receivable
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Deficit
accumulated during the development stage
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Total
Stockholders' Deficiency
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Total
Liabilities and Stockholders' Deficiency
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See
accompanying notes to financial statements.
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Max
Cash Media, Inc.
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(A
Development Stage Company)
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Statement
of Operations
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General
and administrative
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LOSS
FROM OPERATIONS BEFORE INCOME TAXES
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Provision
for Income Taxes
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Net
Loss Per Share - Basic and Diluted
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Weighted
average number of shares outstanding
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during
the period - basic and diluted
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See
accompanying notes to financial statements.
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Max
Cash Media, Inc.
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(A
Development Stage Company)
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Statement
of Stockholders' Deficiency
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Deficit
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Preferred
Stock
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Common
stock
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Additional
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accumulated
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Total
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paid-in
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development
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Subscription
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Stockholder's
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Shares
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Amount
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Shares
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Amount
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capital
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stage
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Receivable
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Deficiency
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Common
stock issued for services to founder ($0.001)
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Common
stock issued for cash ($0.10/ per share)
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In
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See
accompanying notes to financial statements.
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Max
Cash Media, Inc.
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(A
Development Stage Company)
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Statement of Cash
Flows
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Cash
Flows Used in Operating Activities:
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Adjustments
to reconcile net loss to net cash used in operations
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In-kind
contribution of services
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Changes
in operating assets and liabilities:
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Increase
in accounts payable and accrued expenses
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Net
Cash Used In Operating Activities
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Cash
Flows From Financing Activities:
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Proceeds
from loan payable- related party
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Net
Cash Provided by Financing Activities
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Cash
at Beginning of Period
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Supplemental disclosure of cash flow
information:
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See
accompanying notes to financial statements.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
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NOTE
1
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SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
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(A)
Organization
Max Cash
Media, Inc. (a development stage company) (the "Company") was incorporated under
the laws of the State of Nevada on July 9, 2007. Max Cash Media, Inc.
will acquire and market intellectual properties in the entertainment
industry.
Activities
during the development stage include developing the business plan and raising
capital.
(B) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At September
30, 2007 the Company had no cash equivalents.
(D) Loss Per
Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of September 30, 2007 there were no common
share equivalents outstanding.
(E) Income
Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(F) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(G) Revenue
Recognition
The
Company will recognize revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”. In all
cases, revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the service is performed and
collectability of the resulting receivable is reasonably assured.
(H) Recent Accounting
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners. SFAS No. 160
affects those entities that have an outstanding non-controlling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements
|
NOTE
2
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STOCKHOLDERS’
EQUITY
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(A) In-Kind
Contribution
(B) 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.
(C) Subscription
Receivable
During
September 2007, the Company sold an aggregate of 255,000 shares of common stock
in exchange for subscriptions receivable totaling $25,500 ($0.10/share). During
October 2007, the Company collected $25,500.
MAX
CASH MEDIA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
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NOTE
3
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RELATED PARTY
TRANSACTIONS
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During
the period 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.
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, has a net loss since inception of $16,593,
used cash in operations of $1,000 and has a working capital and stockholders
deficiency of $11,000. This raises substantial doubt about its
ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
(A)Stock Issued for
Cash
In
October 2007, the Company entered into stock purchase agreements to issue
1,115,000 shares of common stock for cash of $111,500
($0.10/share).
(B)Consulting
Agreement
On
October 15, 2007 the Company entered into a consulting agreement which provides
for administrative and other miscellaneous services. The Company
is required to pay $7,500 a month. The agreement will remain in
effect unless either party desires to cancel the agreement.
MAX
CASH MEDIA, INC.
1,400,000
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR
SALEIS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
