XOTC:BLBK Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2012

 

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

For the transition period from _______ to _______

 

Commission File Number: 333-148722

 

MAX CASH MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

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

 

50 Brompton Road, Apt. 1X

Great Neck, NY 11021

(Address of principal executive offices)

 

(646) 303-6840

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

 

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

 

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

 

 
 

 

MAX CASH MEDIA, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

 

TABLE OF CONTENTS

 

    Page
     
PART I - FINANCIAL INFORMATION 3
     
Item 1. Condensed Unaudited Financial Statements  
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 16

     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 4. Controls and Procedures 21
     
PART II - OTHER INFORMATION 23
     
Item 1. Legal Proceedings 23
     
Item 1A. Risk Factors 23
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
     
Item 3. Defaults Upon Senior Securities 23
     
Item 4. Mine Safety Disclosures 23
     
Item 5. Other Information 23
     
Item 6. Exhibits 23
     
SIGNATURES 24

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1.         Financial Statements (Unaudited)

 

    PAGE
     
Condensed Balance Sheets as of March 31, 2012 and September 30, 2011   4
     
Condensed Statements of Operations for the three and six months ended March 31, 2012 and 2011, and for the period from July 9, 2007 (inception) to March 31, 2012.   5
     
Condensed Statement of Changes in Stockholders’ Equity/(Deficiency) for the period from July 9, 2007 (inception) to March 31, 2012   6
     
Condensed Statements of Cash Flows for the three and six months ended March 31, 2012 and 2011, and for the period from July 9, 2007 (inception) to March 31, 2012   7
     
Notes to Condensed Financial Statements   8

 

3
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Balance Sheets

(Unaudited)

 

   March 31,   September 30, 
   2012   2011 
         
ASSETS 
           
Current Assets          
Cash  $30,399   $25,205 
Total Current Assets   30,399    25,205 
           
Other Assets          
Debt Issue Costs, net   -    2,236 
Total Other Assets   -    2,236 
           
Total Assets  $30,399   $27,441 
           
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 
           
Current Liabilities          
Accounts Payable and Accrued Expenses  $100,781   $34,893 
Accrued Interest Payable   128,147    38,775 
Convertible Notes Payable   2,116,125    2,050,000 
Current  Liabilities   2,345,053    2,123,668 
           
Long Term Liabilities          
Convertible Note Payable   20,000    66,125 
Note Payable   65,000    65,000 
Total Liabilities   2,430,053    2,254,793 
           
           
Commitments and Contingencies   -    - 
           
Stockholders' Deficiency          
Preferred stock, $0.001 par value; 10,000,000 shares authorized,          
none issued and outstanding   -    - 
Common stock, $0.001 par value; 100,000,000 shares authorized, 6,370,000 and 6,370,000 shares issued and outstanding, respectively   6,370    6,370 
Additional paid-in capital   152,923    151,623 
Deficit accumulated during the development stage   (2,558,947)   (2,385,345)
Total Stockholder's Deficiency   (2,399,654)   (2,227,352)
           
Total Liabilities and Stockholders' Deficiency  $30,399   $27,441 

 

See accompanying notes to condensed unaudited financial statements.

 

4
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Operations

(Unaudited)

 

   For the Three Months Ended   For the Six Months Ended   For the period from July
9, 2007
(Inception) to March,
 
   March 31, 2012   March 31, 2011   March 31, 2012   March 31, 2011   31, 2012 
Operating Expenses                         
Professional fees  $29,266   $10,777   $73,948   $28,151   $359,735 
General and administrative   6,987    2,261    10,289    4,449    71,954 
Total Operating Expenses   36,253    13,038    84,237    32,600    431,689 
                          
Loss from Operations   (36,253)   (13,038)   (84,237)   (32,600)   (431,689)
                          
Other Income / (Expense)                         
Interest Income   2    -    8    2    899 
Interest Expense   (44,605)   (2,721)   (89,373)   (5,494)   (128,157)
Other Expense   -    -    -    -    (2,000,000)
                          
Total Other Income / (Expense) - net   (44,603)   (2,721)   (89,365)   (5,492)   (2,127,258)
                          
LOSS FROM OPERATIONS BEFORE INCOME TAXES   (80,856)   (15,759)   (173,602)   (38,092)   (2,558,947)
                          
Provision for Income Taxes   -    -    -    -    - 
                          
NET LOSS  $(80,856)  $(15,759)  $(173,602)  $(38,092)  $(2,558,947)
                          
Net Loss Per Share  - Basic and Diluted  $(0.01)  $(0.00)  $(0.03)  $(0.01)     
                          
Weighted average number of shares outstanding Basic and Diluted   6,370,000    6,370,000    6,370,000    6,370,000      

 

See accompanying notes to condensed unaudited financial statements.

 

5
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statement of Changes in Stockholders’ Equity (Deficiency)

For the Period from July 9, 2007 (Inception) to March 31, 2012

(Unaudited)

 

                       Deficit         
                   Additional   accumulated
during the
       Total Stockholders' 
   Preferred Stock   Common stock   paid-in   development   Subscription   Equity/ 
   Shares   Amount   Shares   Amount   capital   stage   Receivable   (Deficiency) 
                                 
Balance July 9, 2007   -   $-    -   $-   $-   $-   $-   $- 
                                         
Common stock issued for services to founder ($0.001)   -    -    5,000,000    5,000    -    -    -    5,000 
                                         
Common stock issued for cash ($0.10/ per share)   -    -    255,000    255    25,245    -    (25,500)   - 
                                         
In kind contribution of services   -    -    -    -    593    -    -    593 
                                         
Net loss for the period July 9, 2007 (Inception) to September 30, 2007   -    -    -    -    -    (16,593)   -    (16,593)
                                         
Balance, September 30, 2007   -    -    5,255,000    5,255    25,838    (16,593)   (25,500)   (11,000)
                                         
Common stock issued for cash ($0.10/ per share)   -    -    1,115,000    1,115    110,385    -    -    111,500 
                                         
Cash received for subscription receivable   -    -    -    -    -    -    25,500    25,500 
                                         
In kind contribution of services   -    -    -    -    2,600    -    -    2,600 
                                         
Net loss for the year ended September 30, 2008   -    -    -    -    -    (127,900)   -    (127,900)
                                         
Balance, September 30, 2008   -    -    6,370,000    6,370    138,823    (144,493)   -    700 
                                         
In kind contribution of services   -    -    -    -    2,600    -    -    2,600 
                                         
Forgiveness of a third party account payable   -    -    -    -    5,000    -    -    5,000 
                                         
Net loss for the year ended September 30, 2009   -    -    -    -    -    (40,718)   -    (40,718)
                                         
Balance, September 30, 2009   -    -    6,370,000    6,370    146,423    (185,211)   -    (32,418)
                                         
In kind contribution of services   -    -    -    -    2,600    -    -    2,600 
                                         
Net loss for the year ended September 30, 2010   -    -    -    -    -    (90,826)   -    (90,826)
                                         
Balance, September 30, 2010   -    -    6,370,000    6,370    149,023    (276,037)   -    (120,644)
                                         
In kind contribution of services   -    -    -    -    2,600    -    -    2,600 
                                         
Net loss for the year ended September 30, 2011   -    -    -    -    -    (2,109,308)   -    (2,109,308)
                                         
Balance, September 30, 2011   -    -    6,370,000    6,370    151,623    (2,385,345)   -    (2,227,352)
                                         
In kind contribution of services   -    -    -    -    1,300    -    -    1,300 
                                         
Net loss for the six months ended March 31, 2012   -    -    -    -    -    (173,602)   -    (173,602)
                                         
Balance, March 31, 2012   -   $-    6,370,000   $6,370   $152,923   $(2,558,947)  $-   $(2,399,654)

 

 

See accompanying notes to condensed unaudited financial statements.

 

6
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

Condensed Statements of Cash Flows

(Unaudited)

 

   For the Six Months Ended   For the Period
from July 9,
2007
 
   March 31, 2012   March 31, 2011   (Inception) to
March 31, 2012
 
Cash Flows Used in Operating Activities:               
Net Loss  $(173,602)  $(38,092)  $(2,558,947)
Adjustments to reconcile net loss to net cash used in operations               
In-kind contribution of services   1,300    1,300    12,293 
Shares issued to founder for services   -    -    5,000 
Impairment of note receivable   -    -    2,000,000 
Amortization of Debt Issue Costs   2,236    -    5,589 
Changes in operating assets and liabilities:               
Increase in accounts payable and accrued expenses   66,388    20,465    105,781 
Increase in accrued interest payable   88,872    5,485    128,147 
Net Cash Used In Operating Activities   (14,806)   (10,842)   (302,137)
                
                
Cash Flows From Investing Activities:               
Issuance of note receivable   -    -    (2,000,000)
Net Cash Used In Investing Activities   -    -    (2,000,000)
                
Cash Flows From Financing Activities:               
Debt Issue Costs             (5,589)
Proceeds from note payable   -    -    65,000 
Proceeds from loan payable   -    -    4,585 
Repayment of loan payable   -    -    (4,585)
Proceeds from loan payable- Related party   -    -    1,100 
Repayment of loan payable - Related party   -    -    (1,100)
Proceeds from convertible note payable   20,000    -    2,136,125 
Proceeds from issuance of common stock   -    -    137,000 
Net Cash Provided by Financing Activities   20,000    -    2,332,536 
                
Net Increase/(Decrease) in Cash   5,194    (10,842)   30,399 
                
Cash at Beginning of Period   25,205    11,410    - 
                
Cash at End of Period  $30,399   $568   $30,399 
                
Supplemental disclosure of cash flow information:               
                
Cash paid for taxes  $-   $-   $120 
                
                
                
Supplemental disclosure of non-cash investing and financing activities:               
                
Forgiveness of Related Accounts Payable  $-   $-   $5,000 

 

See accompanying notes to condensed unaudited financial statements.

 

7
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation

 

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

 

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

 

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

 

(B) Use of Estimates

 

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

 

(C) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

 

(D) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” For the periods ending March 31, 2012 and 2011, other potential common stock has been excluded from the calculation of diluted net loss per common share, as their inclusion would be anti-dilutive.

 

8
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

(E) Income Taxes

 

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

 

The Company’s federal income tax returns for the years 2007 through 2011 remain subject to examination by the Internal Revenue Service.

 

(F) Debt Issue Costs and Debt Discount

 

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

 

(G) Notes Receivable

 

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

 

(H) Impairment of Notes Receivable

 

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

 

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

 

9
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

NOTE 2 NOTE RECEIVABLE

 

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

 

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

 

The loan was due and payable on the earliest of:

 

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

 

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

 

As of March 31, 2012, none of the above events took place.   No repayment of the note occurred through today and the note receivable is in default. The Company is not recognizing the interest income on the note receivable since the note is in default.  Currently, the value of pledged capital stock cannot be determined and the entire $2,000,000 is deemed to be uncollectible and was fully reserved in the prior year.

 

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

 

10
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

NOTE 3 DEBT ISSUE COSTS

 

During the six months ended March 31, 2012 and the year ending September 30, 2011, the Company paid debt issue costs totaling $0 and $5,589, respectively.

 

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

 

Debt issue costs paid – 2011  $5,589 
Amortization of debt issue costs – September 30, 2011   (3,353)
Debt issue costs – net – September 30,  2011  $2,236 
Amortization of debt issue costs – March 31, 2012  $(2,236)
Debt issue costs – net – March 31, 2012  $- 

 

NOTE 4 STOCKHOLDERS’ EQUITY

 

(A) Common Stock Issued for Cash

 

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

 

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

 

(B) In-Kind Contribution

 

For the six months ended March 31, 2012, a shareholder of the Company contributed services having a fair value of $1,300.

 

For the year ended September 30, 2011, a shareholder of the Company contributed services having a fair value of $2,600.

 

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

 

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

 

11
 

 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

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

 

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

 

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

 

(C) Stock Issued for Services

 

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

 

NOTE 5NOTE PAYABLE

 

On May 10, 2010, the Company issued a promissory note in the amount of $65,000 due November 9, 2011 and bearing interest at a rate of 10% per annum. On November 9, 2011, the due date of the loan was extended to May 9, 2013. As of March 31, 2012, the Company has accrued $12,305 in interest payable.

 

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

 

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

 

NOTE 6CONVERTIBLE NOTES PAYABLE

 

During August and September, 2011, the Company had a closing of a private placement (the “Bridge Offering”) of $2,000,000 principal amount of 8% Secured Convertible Promissory Notes (the “Notes”).    The Notes matured three months from the date of issuance.   Accrued interest is payable at maturity or upon conversion. As of March 31, 2012 the note payable is currently in default. All of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically be converted into shares of the Company’s Common Stock simultaneously with the closing of a proposed merger with the Borrower at a price of $1.00 per share (subject to adjustment in certain circumstances).   Through March 31, 2012, the closing of the merger did not take place and the convertible notes payable are outstanding and in default. The Company accrued $99,178 of interest on the note as of March 31, 2012.

 

12
 

 

MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

During August 2011, the Company issued $66,125 of 10% convertible notes (the “2011 Notes”) due the earlier of January 31, 2013 or upon the completion by the Company of a security offering or other financing in which the Company raises a minimum of one million dollars (the “Financing”).  The 2011 Notes and accrued interest will be converted into the same instruments issued in the Financing at the same price and terms as the instruments issued in the Financing.  Each holder is limited in their conversion to 9.99% of the total outstanding common shares.  If the notes are not converted, the notes require the Company to pay interest in shares of common stock on the due date based on the 10 day weighted average price of the Company’s common stock or if no such price exists, at a rate determined by the Board of Directors.  On December 30, 2011, the Company issued an amendment to the 2011 Notes to exclude the Bridge Offering from the definition of a Financing, to prevent the triggering of the conversion of the 2011 Notes upon the closing of the Bridge Financing.

 

On February 1, 2012 the Company issued $20,000 in additional 10% convertible notes payable due no later than July 31, 2013, with the same terms as the 2011 Notes. The notes are unsecured. The Company accrued $4,631 of interest on the notes as of March 31, 2012.

 

On July 29, 2009, the Company issued a convertible promissory note in the amount of $50,000 due January 28, 2011 and bearing interest at a rate of 9% per annum. On January 28, 2011 the Company extended the due date of the note to July 27, 2012. All debt can be converted into shares at a conversion price to be mutually determined by the Company and the holder of the note. As of March 31, 2012, the Company has accrued $12,033 in interest payable.

 

NOTE 7FORGIVENESS OF ACCOUNTS PAYABLE

 

On October 15, 2007, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $7,500 a month. The agreement was to remain in effect unless either party desired to cancel the agreement. This agreement has been terminated as of July 31, 2008. In addition, the payment due for the month of July has been reduced to $5,000 by mutual agreement of both parties. Effective December 31, 2008, the amount of $5,000 was forgiven (See Notes 4(B), 5 and 9).

 

13
 

 

 MAX CASH MEDIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

NOTE 8GOING CONCERN

 

As reflected in the accompanying financial statements, the Company is in the development stage and has accumulated losses of $2,558,947 and a negative cash flow from operations of $302,137 since inception. In addition, the Company has a stockholders’ deficiency of $2,399,654 and working capital deficiency of $2,314,654 as of March 31, 2012.   In addition, $2,000,000 of notes payable are currently in default. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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

 

NOTE 9SUBSEQUENT EVENTS

 

On May 16 and 17, 2012, the Company completed closings of a private placement offering of its 10% secured convertible promissory notes (the “2012 Bridge Notes”) in the aggregate principal amount of approximately $1,500,000. The 2012 Bridge Notes will mature six months from the date of issuance. Accrued interest will be payable at maturity or forgiven, if the 2012 Bridge Notes are converted as described below.

 

The net proceeds from the sale of the 2012 Bridge Notes, after deducting fees and expenses related to the offering, were used to make a secured bridge loan (the “2012 Bridge Loan”) to Boldface Licensing + Branding (“Boldface”), a Nevada corporation. The Company is currently engaged in discussions with Boldface regarding a possible business combination involving the two companies (the “Merger”). At this stage, no definitive terms have been agreed to and neither party is bound to proceed with any transaction.

 

The 2012 Bridge Notes are secured by: (i) a first priority security interest in all of the Company’s assets relating to the 2012 Bridge Loan, now owned or hereafter acquired by the Company; (ii) a first priority security interest in all of the tangible and intangible assets of Boldface, now owned or hereafter acquired by Boldface; and (iii) a pledge by certain shareholders of Boldface of 100% of the outstanding capital stock of Boldface.

 

Simultaneously upon the closing of the Merger, assuming certain other conditions have been met, the outstanding principal amount of the 2012 Bridge Notes will be converted into (i) units of the Company’s securities at a conversion price of $0.25 per unit, each unit consisting of one share of the Company’s common stock and one redeemable five year warrant to purchase one additional share of common stock at an exercise price of $1.00 per share and (ii) five year warrants to purchase such number of shares of the Company’s common stock as is equal to the number of units into which the 2012 Bridge Notes are convertible, 50% of which warrants will have an exercise price of $0.25 per share and 50% of which warrants will have an exercise price of $0.50 per share. All of the warrants and the common stock issued in the units will have “weighted average” anti-dilution protection, subject to customary exceptions.

 

14
 

  

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

  

Statement Regarding Forward-Looking Information

 

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

 

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

 

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

 

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

 

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

 

15
 

 

Limited Operating History

 

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

 

Transactions with Prism Corporation

 

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

 

Between August 9, 2011 and September 29, 2011, we conducted a series of four closings of a private placement (the “Bridge Offering”) of $2,000,000 in aggregate principal amount of our 8% Secured Convertible Promissory Notes (the “Bridge Notes”).  Each of the Bridge Notes matured three months from the date of issuance.  Accrued interest was to be payable at maturity or upon earlier conversion of the outstanding principal amount of, and accrued but unpaid interest on, the Bridge Notes into shares of our Common Stock at a price of $1.00 per share (subject to adjustment in certain circumstances), which conversion was to take place simultaneously with the closing of the Merger. All of the Bridge Notes have passed their maturity dates and are currently in default. From the date of default, interest began to accrue on the unpaid principal of the Bridge Notes at the default rate of 13% per annum.

 

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

 

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

 

Discussions with Prism relating to the proposed Merger and related PPO terminated without completion of the Merger or the PPO. All of the Bridge Loans have passed their maturity dates and all are currently in default. From the date of default, interest began to accrue on the unpaid principal of the Bridge Loans at the default rate of 13% per annum. Because the value of the capital stock pledged as collateral against the Bridge Loans cannot be determined, we have deemed the entire $2,000,000 to be uncollectible and we have written it off.

 

16
 

 

We have begun legal actions against Prism (see Part II, Item 1. Legal Proceedings, below, for a discussion of the legal proceedings relating to this matter) and we intend to aggressively pursue all legal remedies available to us in connection with the collection of these debts.

 

Subsequent Event

 

On May 16 and 17, 2012, we completed closings of a private placement offering of our 10% secured convertible promissory notes (the “2012 Bridge Notes”) in the aggregate principal amount of approximately $1,500,000. The 2012 Bridge Notes will mature six months from the date of issuance. Accrued interest will be payable at maturity or forgiven, if the 2012 Bridge Notes are converted as described below.

 

The net proceeds from the sale of the 2012 Bridge Notes, after deducting fees and expenses related to the offering, were used to make a secured bridge loan (the “2012 Bridge Loan”) to Boldface Licensing + Branding (“Boldface”), a Nevada corporation. We are currently engaged in discussions with Boldface regarding a possible business combination involving the two companies (the “Merger”). At this stage, no definitive terms have been agreed to and neither party is bound to proceed with any transaction.

 

The 2012 Bridge Notes are secured by: (i) a first priority security interest in all of our assets relating to the 2012 Bridge Loan, now owned or hereafter acquired by us; (ii) a first priority security interest in all of the tangible and intangible assets of Boldface, now owned or hereafter acquired by Boldface; and (iii) a pledge by certain shareholders of Boldface of 100% of the outstanding capital stock of Boldface.

 

Simultaneously upon the closing of the Merger, assuming certain other conditions have been met, the outstanding principal amount of the 2012 Bridge Notes will be converted into (i) units of our securities at a conversion price of $0.25 per unit, each unit consisting of one share of our common stock and one redeemable five year warrant to purchase one additional share of our common stock at an exercise price of $1.00 per share and (ii) five year warrants to purchase such number of shares of our common stock as is equal to the number of units into which the 2012 Bridge Notes are convertible, 50% of which warrants will have an exercise price of $0.25 per share and 50% of which warrants will have an exercise price of $0.50 per share. All of the warrants and the common stock issued in the units will have “weighted average” anti-dilution protection, subject to customary exceptions.

 

Material Changes in Results of Operations

 

We have not generated any revenues from operations for the period from July 9, 2007 (date of inception) through March 31, 2012.

 

Three Months Ended March 31, 2012 

 

We incurred an operating loss of $36,253 for the three month period ended March 31, 2012, compared to an operating loss of $13,038 for the three month period ended March 31, 2011. The increase in operating loss for the three month period ended March 31, 2012 was mainly due to increased professional fees related to our financial reporting obligations.

 

Net loss for the three month period ended March 31, 2012 was $80,856, compared to a net loss of $(15,759) for the three month period ended March 31, 2011. Expenses in the three month period ended March 31, 2012 were comprised of professional fees of $29,266, general and administrative expenses of $6,987, and net interest expenses of $44,603.

 

Interest expenses related to promissory notes outstanding were $44,605 for the three months ended March 31, 2012. Interest expenses were $2,721 for the three months ended March 31, 2011.

 

Six Months Ended March 31, 2012 

 

We incurred an operating loss of $84,237 for the six month period ended March 31, 2012, compared to an operating loss of $32,600 for the six month period ended March 31, 2012. The increase in operating loss for the six month period ended March 31, 2012 was mainly due to increased professional fees related to our financial reporting obligations.

 

Net loss for the six month period ended March 31, 2012 was $173,602, compared to a net loss of $38,092 for the six month period ended March 31, 2011. Expenses in the six month period ended March 31, 2012 were comprised of professional fees of $73,948, general and administrative expenses of $10,289, and net interest expenses of $89,365.

 

Interest expenses related to promissory notes outstanding were $89,373 for the six months ended March 31, 2012. Interest expenses were $5,494 for the three months ended March 31, 2011.

 

17
 

 

Period from Inception to March 31, 2012

 

We incurred an operating loss of $431,689 for the period from July 9, 2007 (inception) through March 31, 2012, and we have not generated any operating revenues since inception. We anticipate that we will not generate any operating revenues until we are able to raise additional capital to fund our operations.

 

Net losses for the period from July 9, 2007 (inception) through March 31, 2012 amounted to $2,558,947. Expenses in that period were comprised of professional fees of $359,735, general and administrative expenses of $71,954, reserve for Note Receivable of $2,000,000 and net interest expenses of $127,258.

 

Liquidity and Capital Resources

 

Our cash and cash equivalents balance at March 31, 2012 was $30,399 as compared to $25,205 at September 30, 2011.

 

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

 

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

 

From August to September 2011, we issued $2,000,000 in principal amount of the Bridge Notes which we lent as Bridge Loans to Prism in exchange for a note receivable. The Bridge Loans are in default and we have written off the entire amount of the note receivable.

 

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

 

18
 

 

The total net funds raised since inception through March 31, 2012 of $2,332,536, including the $2,000,000 raised in the Bridge Offering and lent to Prism as Bridge Loans, have been used principally to cover our ongoing general and administrative expenses, and to cover professional fees relating to our financial reporting requirements.

 

As reflected in the accompanying financial statements, we have used net cash in operations of $302,137 from inception, and have a net loss since inception of $2,558,947. The Company also has a working capital deficiency of $2,314,654 and a stockholders’ deficiency of $2,399,654 as of March 31, 2012.  This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

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

 

Critical Accounting Policies

 

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

 

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

 

19
 

 

Off Balance Sheet Transactions

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of March 31, 2012; however, it has identified the following significant deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

 

20
 

 

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

 

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

 

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

 

Management's Remediation Initiatives

 

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

 

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

 

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

 

Changes in internal control over financial reporting.

 

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

 

21
 

 

 PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

We issued no equity securities during the quarter ended March 31, 2012.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

31.1/31.2 Certification of Principal Executive Officer and Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
   
32.1/32/2 Certification of Chief Executive Officer and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

 

 

22
 

 

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

 

23
 

 

SIGNATURES

 

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

 

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

 

24

XOTC:BLBK Quarterly Report 10-Q Filling

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