Quarterly Report — Small Business — Form 10-QSB Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10QSB Quarterly Report for the Period Ending 12/07 HTML 218K
2: EX-31.1 Certification of Noah Levinson, Chief Executive HTML 16K
Officer and Chief Financial Officer of
Max Cash Media, Inc., Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002
3: EX-32.1 Certification of Noah Levinson, Chief Executive HTML 9K
Officer and Chief Financial Officer of
Max Cash Media, Inc., Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002
10QSB — Quarterly Report for the Period Ending 12/07
(Exact
name of small business issuer as specified in its charter)
______________
Nevada
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer Identification No.)
50
Brompton Road, Apt. 1X
Great
Neck, NY
11021
(Address
of principal executive offices)
(Zip
Code)
(646)
303-6840
(Issuer’s
telephone number)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x No o
Check
whether the registrant has filed all documents and reports required to be filed
by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution
of securities under a plan confirmed by a court. Yes o No x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes x No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of February 22, 2008: 6,370,000 shares of common stock.
Transitional
Small Business Disclosure Format (check one): Yes o No x
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
(A) Basis of
Presentation
The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in The United States of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial information. Accordingly, they do not include
all the information necessary for a comprehensive presentation of financial
position and results of operations.
It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
Activities
during the development stage include developing the business plan and raising
capital.
(B) Use of
Estimates
In
preparing financial statements in conformity with 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 December31, 2007the 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 December 31, 2007 there were no common
share equivalents outstanding.
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
(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.
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
NOTE
2
STOCKHOLDERS’
EQUITY
(A) Common Stock Issued for
Cash
For the
period ended December 31, 2007the Company issued 1,115,000 shares of common
stock for $111,500 ($0.10/share).
As of
December 31, 2007 a shareholder of the Company contributed services having a
fair value of $650 (See Note 4).
For the
year ended September 30, 2007 the shareholder of the Company contributed
services having a fair value of $593. (See Note 4)
(C) Stock Issued for
Services
On July9, 2007, the Company issued 5,000,000 shares of common stock to its founder
having a fair value of $5,000 ($0.001/share) in exchange for services
provided.
NOTE
3
COMMITMENTS
On
October 15, 2007the Company entered into a consulting agreement to receive
administrative and other miscellaneous services. The Company is
required to pay $7,500 a month. The agreement will remain in effect
unless either party desires to cancel the agreement.
NOTE
4
RELATED PARTY
TRANSACTIONS
As of
December 31, 2007 the shareholder of the Company contributed services having a
fair value of $650 (See Note 2(B)).
For the
year ended September 30, 2007, the Company received $1,100 from a principal
stockholder. Pursuant to the terms of the loan, the loan is non interest
bearing, unsecured and due on demand. The loan was repaid on October23, 2007.
For the
year ended September 30, 2007 the shareholder of the Company contributed
services having a fair value of $593 (See Note 2(B)).
On July9, 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.
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, used cash in operations of $43,270 from
inception, and has a net loss since inception of $49,513. 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.
F-9
Item
2. Management’s Discussion and Analysis
or Plan of Operation
Much of
the discussion in this Item is "forward looking." Actual operations and results
may materially differ from present plans and projections due to changes in
economic conditions, new business opportunities, changed business conditions,
and other developments. Other factors that could cause results to differ
materially are described in our filings with the Securities and Exchange
Commission.
The
following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing
from outside investors and/or bank and mezzanine lenders; and our ability to
generate sufficient revenues to cover operating losses and position
us to achieve positive cash flow.
Readers
are cautioned not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof. We believe the
information contained in this Form 10-QSB to be accurate as of the date hereof.
Changes may occur after that date. We will not update that information except as
required by law in the normal course of its public disclosure
practices.
Additionally,
the following discussion regarding our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes contained in Item 1 of Part I of this Form 10-QSB.
Plan
of Operation
We have
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
three months ended December 31, 2007 we had no sales. Net loss for the three
months ended December 31, 2007 was $33,164. Expenses were comprised of $32,500
in professional fees and $664 in general and administrative
expenses.
As of
December 31, 2007 we had $93,730 in cash. 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.
As
reflected in the accompanying financial statements, we are in the development
stage with no operations, used cash in operations of $43,270 from inception, and
have a net loss since inception of $49,513. This raises substantial
doubt about its ability to continue as a going concern. Our ability
to continue as a going concern is dependent on our ability to raise additional
capital and implement its business plan. The financial statements do
not include any adjustments that might be necessary if we are unable to continue
as a going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement our strategic plans provide the opportunity for us to continue as a
going concern.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting rinciples generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, our views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our consolidated financial statements and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates. Our management believes that given current facts
and circumstances, it is unlikely that applying any other reasonable judgments
or estimate methodologies would cause effect on our results of
operations, financial position or liquidity for the periods presented in this
report.
Recent Accounting
Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements. SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.
This
statement permits entities to choose to measure many financial instruments and
certain other items at fair value. Most of the provisions of SFAS No. 159 apply
only to entities that elect the fair value option. However, the amendment to
SFAS No. 115 “Accounting for
Certain Investments in Debt and Equity Securities” applies to all
entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
OFF-BALANCE
SHEET ARRANGEMENT
None.
Item 3. Controls and
Procedures
(a) Evaluation
of disclosure controls and procedures.
Our Chief
Executive Officer and Chief Financial Officer (collectively the “Certifying
Officers”) maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed, is accumulated and communicated to management in a timely manner.
The Certifying Officers have concluded that the disclosure controls and
procedures are effective at the “reasonable assurance” level. Under the
supervision and with the participation of management, as of December 31, 2007,
the Certifying Officers evaluated the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rule
[13a-15(e)/15d-15(e)] under the Exchange Act). Furthermore, the Certifying
Officers concluded that our disclosure controls and procedures in place were
designed to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported on a timely basis in accordance with applicable
Commission rules and regulations; and (ii) accumulated and communicated to our
management, including our Certifying Officers and other persons that perform
similar functions, if any, to allow us to make timely decisions regarding
required disclosure in our periodic filings.
(b) Changes in internal
controls.
Our
Certifying Officer has indicated that there were no changes in our internal
controls or other factors that could affect such controls during the quarter
ending December 31, 2007, and there were no such control actions taken with
regard to deficiencies and material weaknesses during the quarterly period
ending December 31, 2007.
PART
II - OTHER INFORMATION
Item
1. Legal
Proceedings.
We are
not engaged in any other litigation, and we are unaware of any claims or
complaints that could result in future litigation. We will seek to
minimize disputes with our customers but recognize the inevitability of legal
action in today’s business environment as an unfortunate price of conducting
business.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
In
October 2007, we completed a Regulation D Rule 506 offering in which we sold
1,370,000 shares of common stock to 44 investors, at a price per share of $0.10
per share for an aggregate offering price of $137,000.
The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of
1933.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of
Security Holders.
No matter
was submitted during the quarter ending December 31, 2007, covered by this
report to a vote of our shareholders, through the solicitation of proxies or
otherwise.
Item
5. Other
Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a)
Reports
on Form 8-K and Form 8K-A
None.
(b)
Exhibits
Exhibit No.
Exhibit Title
31.1
Certification
of Noah Levinson, Chief Executive Officer and Chief Financial Officer of
Max Cash Media, Inc., pursuant to 18 U.S.C. §1350, as adopted
pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification
of Noah Levinson, Chief Executive Officer and Chief Financial Officer of
Max Cash Media, Inc., pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of
2002.
In accordance
with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Chief
Executive Officer and Chief Financial Officer
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
