ITEM 1. BUSINESS
DESCRIPTION OF OUR COMPANY AND ITS PREDECESSORS
Madison Ave. Media, Inc. was originally incorporated in July, 2007 as Centaurus Resources, Inc., a Delaware Corporation (“the Company”). On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three new Shares of the Company’s Common Stock.
On January 20, 2010, the Company acquired 100% of the capital stock of TeCOUP.com, LLC, a Tennessee Limited Liability Company, in exchange for 2,000,000 Shares of the Company’s Common Stock. Nashville-Based TeCOUP provides SMS Text Coupon Messaging through its patent-pending delivery services. This technology provides their clients access to the next-generation of advertising, text messaging directly to target markets’ cell phones.
On May 31, 2010, the Company acquired 100% of the issued and outstanding shares of ProMark Data & Media Group LLC in exchange for 33,000,000 Shares of Common Stock of the Company. ProMark is a full service online marketing firm specializing in permission based opt-in email data, Mobile SMS, email append as well as traditional postal data. Effective June, 2010, the name of the Company was changed to Madison Ave. Media, Inc.
As a result of these transactions, as of August 31, 2010 the Company has 59,061,502 Shares of Common Stock issued and outstanding. The Company’s Common Stock is currently publicly traded on the OTCBB under the trading symbol KHZM.
The Company’s executive offices are located at 1515 South Federal Highway, Suite 100, Boca Raton, FL 33432. The telephone number is 561-549-3131, and the fax number is 561-393-8505. The Company’s principal website is www.MadisonAveMedia.com.
AVAILABLE INFORMATION
Madison Ave. Media, Inc. is a public company, and files interim, quarterly and annual reports with the Securities and Exchange Commission. These respective reports are on file and a matter of public record with the Securities and Exchange Commission and may be read and copied at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov). We make available free of charge through links on our website at www.MadisonAveMedia.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.
OVERVIEW OF OUR BUSINESS OPERATIONS
Madison Ave. Media is an advanced digital media company that offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries. Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Our services address the complete digital media value chain, combining the best practices of traditional media support with the power of technology.
With the power of proprietary software wrapped in industry expertise, we provide highly measurable results to the universe of advertisers and marketers. Our software delivers enterprise business intelligence harvested from unstructured data across the digital landscape -- we help companies hear what their clients are saying about them in a highly actionable form. From there, we assemble deep understanding about our clients’ customers - their perceptions, wants and needs, and then we create uniquely targeted campaigns and media plans based on these analytic findings. We do this through our proprietary aggregation technology, which enables us to “listen in” on unstructured databases. These are public opinion sources that hold unstructured language, such as message boards, chartrooms, and blogs. Our business and statistical analysis converts millions of sound bytes into actionable and measurable strategies and plans - for our clients, which we then design, build and continuously measure. As such, we develop long term, deep client relationships - built on proprietary and scalable intelligence implemented and expanded by category experts from the advertising and communications industries.
In the United States, businesses budget over $320B/year for marketing and communications. Most of this money is being spent on traditional media and campaigns, while the audience has shifted to a personalized, web and mobile consumption model. Madison Ave. Media delivers the power and technology to rapidly move the bulk of this spending to a personalized and measurable digital delivery system. We understand that clients do not simply buy technology, and that things like search engine optimization are now commodities. Our deliverable is personalized marketing intelligence, targeted campaigns built upon pinpoint knowledge, delivered where the audience consumes, and measured down to lift, ROI, market share and comparative positioning. Even deeper, our ability to assemble unstructured conversations into C level action plans, essentially gives our clients a reliable predictive modeling telescope. From that, we formulate strategies and tactics to deliver a sustainable competitive advantage. Madison Avenue has self-funded its first two years of operations - during which we have built and acquired software assets, a scalable technology backbone, a team of industry experts and business leaders, and actionable data on over 150M consumers with reach capabilities via web and mobile platforms.
We have early-adopter proof points in the consumer products industry, as well as in publishing, financial services, media/entertainment and manufacturing. In the process, we have validated the complete business model, affirmed the ROI of our solutions set, and established a scalable business foundation. We have a route to market model that helps ensure accelerated growth.
Madison Ave. Media manages the business of marketing across the complete digital media value chain. This spans advanced business intelligence, content creation, campaign development and roll out, including advanced mobile distribution. We complete the value chain with intelligent and continuous follow through, validation and re-engineering. Madison Ave. Media provides integrated corporate development, product development, branding, marketing, communications, media and promotion services. The company creates campaigns, content rich and client targeted, designed to drive revenue and market share. The company uses statistically proven predictive modeling to ensure marketing campaigns and customer experiences resonate with today’s sophisticated consumers.
EMPLOYEES
At August 31, 2010, we had 14 full-time employees and 10 temporary or contract employees, for a total of 24 employees. None of our employees are represented by labor unions. We believe that our relationships with our employees are good.
OUR MARKETING GROUPS
Strategic Development and Marketing Group (SDMG)
The Strategic Development and Marketing Group (SDMG) combines proven “push” and “pull” marketing principles, leveraged with targeted digital execution delivering tangible value at the C-levels of national and international clients. SDMG’s comprehensive capabilities and experience also prepares emerging small and medium scale companies for rapid success and manageable growth. SDMG also empowers Fortune 500 enterprises to reach new markets and new customers at high efficiency with sustainable, personalized campaigns. We bring the speed, efficiency and rapid scalability of digital media to all of our clients.
SDMG provides strategic intelligence and marketing expertise companies need to have for a sustainable competitive advantage --- by commanding attention in the crowded marketplace, by cutting through data and media clutter - building one-to-one customer relationships across the global audience of digital natives. Our clients see immediate and sustainable growth in market share and corporate efficiency.
Strategic Communications Group (SCG)
The Strategic Communications Group (SCG) provides comprehensive, customized strategies and solutions that build and sustain a company’s visibility, credibility and confidence - for its brand and products in the consumer mind and marketplace. This positive image also transcends to public securities markets for our clients whose companies’ are publicly traded.
Global business demands require companies to sustain a positive image and presence across the global network. It requires companies to understand customer perceptions from all parts of the world. The SCG team uses the power of unstructured text analysis, combined with sophisticated statistical analysis and predictive modeling. This is a subset of our ‘digital media value chain’. We deliver, in essence the power of a globally centric focus group - un-moderated and unprompted - right to our clients’ Chief Marketing Officer. With that depth of intelligence, the CMO can now reposition his brand, launch a new product/campaign, manage otherwise stranded assets - all driving higher levels of customer delight, increased market share and stronger cash flow. Our clients PE ratio and market cap will accelerate from the pack of competitors.
SCG builds and protects corporate reputations by getting a company’s success stories and management team in front of the qualified decision-makers who can enhance business performance and shareholder value. An experienced leadership team, a broad spectrum of resources and an extensive network of stock brokers and fund managers enable Madison Ave. Media’s investment properties and other client companies to gain a visible, competitive advantage that leads to greater marketplace mind share and higher market capitalization.
Let us make a distinction to underscore this key point. Some companies use search engine optimization to, effectively, BUY their way to top of consumer lists. Madison Ave. Media gives its clients the power of personalized intelligence and message delivery, with dynamic feedback --- We thereby empower our clients to EARN their way to the top position in consumers’ minds. The leader in the SEO race changes every day. The leader in the INTELLIGENCE race wins the entire marathon, fueled by our complete digital media solutions!
Content Development and Production Group
The Content Development and Production Group (CDPG) enable the entire MarCom Services Division to bring its strategies and programs to life in the consumer, B2B and financial marketplaces. CDPG’s capabilities encompass the creation and production of marketing and communications content that deliver a strategic, sustainable competitive advantage for each client.
CDPG’s marketing expertise extends to “brand development” - a proprietary process that includes high-level concept development, branding and “immersive experience” design. Born in the marketing and media production industry, this practice is strategically adaptable to multiple industry sectors.
These solutions can be deployed through Madison Ave. Media’s search/portal and mobile platform across multiple target audiences, delivering high-end user value, as well as high returns.
CDPG’s capabilities also include the development and production of rich media content for Web, mobile, video and other distribution platforms. The Madison Ave. Media production studio designs, develops and delivers customized, end-to-end client multimedia solutions with completely measurable and sustainable results. Madison Ave. Media will upgrade its rich media infrastructure to keep pace with its advanced content management and distribution features of its search/portal platform.
Multi-Channel Marketing Resources
For clients with the combination of funding, strategies, marketing and communication programs and multimedia content assets in place, Madison Ave. Media is able to drive new and established companies, and their products and services, into the rapidly growing global consumer and B2B marketplaces. The Company’s extensive array of proprietary media delivery systems, blending digital and traditional implementation, ensures that our clients’ reach the audience on their personal communications device, as well as on the ‘in-home’ screen, the web, and on all other forms of media delivery systems. We then amplify the message, its recall rate, its open rate and its conversion to loyalty and sales by unleashing the power of business intelligence and predictive modeling.
COMPETITION
We face intense competition in the search engine and Web portal industry. Many other competitors are well established, have greater resources and have a name and brand recognition. These companies also have customer bases that are much larger than ours. We cannot be sure that our targeting of affinity group customers will be successful in differentiating our services from those offered by our much larger competitors.
ITEM 1A.
ITEM 1A. RISK FACTORS
RISKS ASSOCIATED WITH OUR COMPANY
Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will continue operations in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and our shareholders could lose their investment.
Our market place is very competitive. Failure to successfully compete could harm our business.
We face intense competition in the search engine and Web portal industry. Many other competitors are well established, have greater resources and have a name and brand recognition. These companies also have customer bases that are much larger than ours. We cannot be sure that our targeting of affinity group customers will be successful in differentiating our services from those offered by our much larger competitors.
We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.
We were incorporated in July, 2007, but did not commence our current business operations until May, 2009 following our merger with Kahzam, Inc. Accordingly, we have had a very limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon, among other things, our ability to raise sufficient capital to fund the expansion of our business operations, our ability to attract customers who will buy our services from us, and our ability to generate revenues through the sale of our services. Based upon current plans, we expect to increase our revenues from operations during the balance of this calendar year and thereafter. However, we cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause you to lose your investment.
Our ability to protect our intellectual property is essential to the growth and development of our products and services.
We rely, in part, on trade secrets and know-how to develop and maintain our competitive position and technological advantage on our existing intellectual property and any future intellectual property we develop. We protect our intellectual property through a combination of trademark, service mark, copyright, trade secret laws and other methods of restricting disclosure and transferring title. We have and intend to continue entering into confidentiality agreements with our employees, consultants and vendors; and generally seeking to control access to and distribution of our intellectual property. These methods may not be adequate to protect our intellectual property.
If our revenue or cash flow from operations does not increase, we may need to raise capital to fund operations in the future.
We used cash of approximately $1,030,697 in our operations during fiscal 2010. Although we anticipate that our cash, current assets and projected cash flows from operations will be sufficient to fund our business through fiscal 2011, this may prove inaccurate. Our business can change unpredictably due to a variety of factors, including competition, regulation, legal proceedings or other events, which could impact our funding needs or our cash flow from operations or increase our required capital expenditures. If our revenue or cash flow does not increase, or if unforeseen events arise, we may need to raise capital through equity or debt financing or through the establishment of other funding facilities in order to maintain operations. In the current market condition, raising capital has been, and may continue to be difficult, and we may not receive sufficient funding. Any future financing that we seek may not be available in amounts or at times when needed, or, even if it is available, may not be on favorable terms. Also, if we raise additional funds by selling equity or equity-based securities, the ownership of our existing stockholders will be diluted.
Any inability to obtain sufficient capital to fund operations when needed would have a material adverse effect on our financial position, results of operations and ability to continue in existence, and we could be forced to seek protection from creditors under the bankruptcy laws or cease operations. During fiscal 2011, we plan to make additional investments in our technology infrastructure, operations and other areas of our business in an effort to become more competitive and to increase our revenue. These efforts will use significant amounts of time, effort and funding.
We may consider strategic alternatives and acquisition or divestiture opportunities.
From time to time, we may consider strategic alternatives or other acquisition or divestiture opportunities, which could include merger, asset sale, joint venture or similar transaction. There are significant risks and uncertainties associated with acquisition or sales transactions. If we were to seek to grow by acquisition, factors which could affect the success of such a transaction include
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difficulties and expenses in connection with integrating the acquired companies and achieving the expected benefits,
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diversion of management’s attention from current operations,
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the possibility that we may be adversely affected by risk factors facing the acquired companies, and
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acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common stock to the stockholders of the acquired company, dilutive to the percentage of ownership of our existing stockholders.
RISKS ASSOCIATED WITH OUR COMMON STOCK:
Because there is a limited public trading market for our common stock, you may not be able to resell your stock.
There is currently a limited public trading market for our common stock on the OTC Bulletin Board market (Symbol: KHZM). There can be no assurance that a public market for our securities will continue, or that in the future our securities may be traded on a national exchange.
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.
Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of our shares to decline.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.
Cautionary Language Regarding Forward-Looking Statements and Industry Data
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in this report. Important factors that may cause actual results to differ from projections include, but are not limited to, for example:
● adverse economic conditions,
● inability to raise sufficient additional capital to operate our business,
● unexpected costs, lower than expected sales and revenues, and operating defects,
● adverse results of any legal proceedings,
● the volatility of our operating results and financial condition,
● inability to attract or retain qualified senior management personnel, and
● other specific risks that may be referred to in this report.
All statements, other than statements of historical facts, included in this current report regarding our strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from its expectations under “Risk Factors” and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Information regarding market and industry statistics contained in this current report is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. See “Risk Factors” for a more detailed discussion of risks and uncertainties that may have an impact on our future results.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2.
ITEM 2. PROPERTIES
We lease approximately 12,000 square feet of office space in Boca Raton, FL for our executive offices. The current monthly rent under the lease is $29,000,. The lease term expires February, 2014.
We also lease approximately 1,500 square feet of office space for the Company’s TeCoup subsidiary.
In the opinion of management, the leased premises are adequately covered by insurance. We do not own any real property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Madison Ave. Media, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Madison Ave. Media, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three Shares of new Madison Ave. Media, Inc. Common Stock. All of these corporate actions were approved and ratified on May 12, 2009 by holders of a majority of the shares of Common Stock then issued and outstanding upon written consent in accordance with the provisions of the Corporation Law of the State of Delaware and the By-Laws of the Company.
On May 31, 2010, the Company acquired 100% of the issued and outstanding shares of ProMark Data & Media Group LLC in exchange for 33,000,000 Shares of Common Stock of the Company. ProMark is a full service online marketing firm specializing in permission based opt-in email data, Mobile SMS, email append as well as traditional postal data. Effective June, 2010, the name of the Company was changed to Madison Ave. Media, Inc. All of these corporate actions were approved and ratified on May 31, 2010 by holders of a majority of the shares of Common Stock then issued and outstanding upon written consent in accordance with the provisions of the Corporation Law of the State of Delaware and the By-Laws of the Company.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock was originally listed on the OTC Bulletin Board on May 7, 2008 under the symbol “CEUR”. Following the completion of our corporate merger and the three-for-one forward-split of our Common Stock, in September 2009 our trading symbol was changed to “KHZM” The high and low bid prices reflect trading in our Common Stock between that date and August 31, 2010.
Sales prices do not include commissions or other adjustments to the selling price. All prices are adjusted for the three-for-one forward split of Common Stock which was effective in June, 2009.
(b) HOLDERS - As of August 31, 2010, there were 101 shareholders of record of the Company's Common Stock.
The stock transfer agent for our securities is Signature Stock Transfer, Inc., Plano, TX.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.
RECENT SALES OF UNREGISTERED SECURITIES
On January 15, 2010 the company completed a share exchange agreement with TECOUP.COM LLC whereby the Company acquired 100% of the capital stock of TeCoup in exchange for 2,000,000 Shares of Common Stock of the Company.
On January 20, 2010 the company issued 734,000 Shares to various members of the Board of Directors and employees. On May, 31, 2010, the Company issued 33,000,000 Shares of its Common Stock to acquire 100% of the Capital Stock of ProMark Data & Media, LLC.
In September, 2010, the company issued for 85,000 Shares of fully-paid and non-assessable Common Stock for $30,000 in cash consideration.
On October 11, 2010, the Registrant completed its acquisition of certain assets of Financial Network Media, LLC in exchange for the issuance of 25,000,000 Shares of Common Stock of the Registrant. The assets included a proprietary data base which significantly increases the Registrant's marketing operations. Group Molinari LLC is the controlling shareholder of both Financial Network Media, LLC and the Registrant.
On October 11, 2010, the Board of Directors of the Registrant authorized and approved the issuance of 100,000 Shares of Convertible Preferred Stock to be designated "Series A Convertible Preferred Stock" and which shall bear the rights, privileges and preferences as set forth in the Certificate of Designation to be filed with the Secretary of State of Delaware. On the same date, Group Molinari LLC, the controlling shareholder of the Registrant, agreed to exchange 49,000,000 Shares of Common Stock of the Registrant for 100,000 Shares of Series A Convertible Preferred Stock. The conversion will be completed prior to October 31, 2010, and upon such conversion the 49,000,000 Shares of Common Stock will be retired by the Registrant. Group Molinari LLC will retain voting control of the Registrant subsequent to the conversion through voting rights granted to the holders of the Series A Convertible Preferred Stock.
On October 20, 2010 the company issued 100,000 Shares to Small Cap voice.com Inc. for services.
On October 20, 2010 the company issued 100,000 Shares to IAB Media, Inc. for services.
SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
2009 Incentive Compensation Plan
On June 1, 2009, our board of directors and holders of a majority of our outstanding shares of common stock adopted and approved a new 2009 Incentive Compensation Plan. The purpose of our Incentive Compensation Plan is to assist us in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to us. As of August 31, 2010, no awards under the Plan have been made.
The principal terms of this Plan are as follows:
Administration. Our Incentive Compensation Plan is to be administered by our Compensation Committee, provided, however, that except as otherwise expressly provided in the Plan, the board of directors may exercise any power or authority granted to the committee under our Plan. Subject to the terms of our Plan, the committee is authorized to select eligible persons to receive awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards, prescribe award agreements (which need not be identical for each participant), and the rules and regulations for the administration of the Plan, construe and interpret the Plan and award agreements, and correct defects, supply omissions or reconcile inconsistencies in them, and make all other decisions and determinations as the committee may deem necessary or advisable for the administration of our Plan.
Eligibility. The persons eligible to receive awards under our Incentive Compensation Plan are the officers, directors, employees, consultants and other persons who provide services to us. An employee on leave of absence may be considered as still in the employ of our company for purposes of eligibility for participation in our Plan.
Types of Awards. Our Incentive Compensation Plan will provide for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Performance awards may be based on the achievement of specified business or personal criteria or goals, as determined by the committee.
Shares Available for Awards; Annual Per-Person Limitations. The total number of shares of common stock that may be subject to the granting of awards under our Incentive Compensation Plan at any time during the term of the Plan will be equal to 5,000,000 shares. This limit will be increased by the number of shares with respect to which awards previously granted under our Plan that are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares, and the number of shares that are tendered (either actually or by attestation) or withheld upon exercise of an award to pay the exercise price or any tax withholding requirements.
Our Incentive Compensation Plan imposes individual limitations on the amount of certain awards. Under these limitations, during any 12-month period, the number of options, stock appreciation rights, shares of restricted stock, shares of deferred stock, performance shares and other stock based-awards granted to any one participant under the Plan may not exceed 1,800,000 shares, subject to adjustment in certain circumstances. The maximum amount that may be paid out as performance units in any 12-month period is $2,000,000 multiplied by the number of full years in the performance period.
The committee is authorized to adjust the limitations described in the two preceding paragraphs. The committee is also authorized to adjust performance conditions and other terms of awards in response to these kinds of events or in response to changes in applicable laws, regulations or accounting principles.
Stock Options and Stock Appreciation Rights. The committee is authorized to grant stock options, including both incentive stock options, or ISOs, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options, and stock appreciation rights entitling the participant to receive the amount by which the fair market value of a share of common stock on the date of exercise exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock appreciation rights are determined by the committee, but in the case of an ISO must not be less than the fair market value of a share of common stock on the date of grant. For purposes of our Incentive Compensation Plan, the term “fair market value” means the fair market value of common stock, awards or other property as determined by the committee or under procedures established by the committee. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the committee, except that no option or stock appreciation right may have a term exceeding ten years.
Restricted and Deferred Stock. The committee is authorized to grant restricted stock and deferred stock. Restricted stock is a grant of shares of common stock which may not be sold or disposed of, and which may be forfeited in the event of certain terminations of employment, prior to the end of a restricted period specified by the committee. A participant granted restricted stock generally has all of the rights of a stockholder of our company, unless otherwise determined by the committee. An award of deferred stock confers upon a participant the right to receive shares of common stock at the end of a specified deferral period, subject to possible forfeiture of the award in the event of certain terminations of employment prior to the end of a specified restricted period. Prior to settlement, an award of deferred stock carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.
Dividend Equivalents. The committee is authorized to grant dividend equivalents conferring on participants the right to receive, currently or on a deferred basis, cash, shares of common stock, other awards or other property equal in value to dividends paid on a specific number of shares of common stock or other periodic payments. Dividend equivalents may be granted alone or in connection with another award, may be paid currently or on a deferred basis and, if deferred, may be deemed to have been reinvested in additional shares of common stock, awards or otherwise as specified by the committee.
Bonus Stock and Awards in Lieu of Cash Obligations. The committee is authorized to grant shares of common stock as a bonus free of restrictions, or to grant shares of common stock or other awards in lieu of our obligations to pay cash under our Incentive Compensation Plan or other plans or compensatory arrangements, subject to such terms as the committee may specify.
Other Stock-Based Awards. The committee is authorized to grant awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of common stock. The committee determines the terms and conditions of such awards.
Performance Awards. The committee is authorized to grant performance awards to participants on terms and conditions established by the committee. Performance awards may be settled by delivery of cash, shares or other property, or any combination thereof, as determined by the committee. Performance awards granted to persons whom the committee expects will, for the year in which a deduction arises, be “covered employees” (as defined below) will, if and to the extent intended by the committee, be subject to provisions that should qualify such awards as “performance-based compensation” not subject to the limitation on tax deductibility by us under Internal Revenue Code Section 162(m). The committee may, in its discretion, determine that the amount payable as a performance award will be reduced from the amount of any potential award.
Other Terms of Awards. Awards may be settled in the form of cash, shares of common stock, other awards or other property, in the discretion of the committee. The committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the committee may establish, including payment or crediting of interest or dividend equivalents on deferred amounts, and the crediting of earnings, gains and losses based on deemed investment of deferred amounts in specified investment vehicles. The committee is authorized to place cash, shares of common stock or other property in trusts or make other arrangements to provide for payment of our obligations under our Incentive Compensation Plan.
Awards under our Incentive Compensation Plan are generally granted without a requirement that the participant pay consideration in the form of cash or property for the grant (as distinguished from the exercise), except to the extent required by law. The committee may, however, grant awards in exchange for other awards under our Plan, awards under other company plans or other rights to payment from us, and may grant awards in addition to and in tandem with such other awards, rights or other awards.
Acceleration of Vesting; Change in Control. The committee may, in its discretion, accelerate the exercisability, the lapsing of restrictions or the expiration of deferral or vesting periods of any award, and such accelerated exercisability, lapse, expiration and if so provided in the award agreement or otherwise determined by the committee, vesting will occur automatically in the case of a “change in control” of our company, as defined in our Incentive Compensation Plan (including the cash settlement of stock appreciation rights which may be exercisable in the event of a change in control). In addition, the committee may provide in an award agreement that the performance goals relating to any performance award will be deemed to have been met upon the occurrence of any “change in control.”
Amendment and Termination. The board of directors may amend, alter, suspend, discontinue or terminate our Incentive Compensation Plan or the committee’s authority to grant awards without further stockholder approval, except stockholder approval must be obtained for any amendment or alteration if such approval is required by law or regulation or under the rules of any stock exchange or quotation system on which shares of common stock are then listed or quoted. Thus, stockholder approval may not necessarily be required for every amendment to our Plan which might increase the cost of our Plan or alter the eligibility of persons to receive awards. Stockholder approval will not be deemed to be required under laws or regulations, such as those relating to ISOs, that condition favorable treatment of participants on such approval, although the board of directors may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable. Our Plan will terminate at the earliest of (a) such time as no shares of common stock remain available for issuance under our Plan, (b) termination of our Plan by the board of directors, or (c) the tenth anniversary of the effective date of the Plan. Awards outstanding upon expiration of our Plan will remain in effect until they have been exercised or terminated, or have expired.
SECTION 16(A)
Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended August 31, 2010.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Annual Report and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. All statements other than statements of historical facts are forward-looking statements, including any statements of the plans and objectives of management for future operations, projections of revenue earnings or other financial items, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. Some of these forward-looking statements may be identified by the use of words in the statements such as “anticipate,” “estimate,” “could,” “would,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,” “assume,” “continue,” variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. We caution you that our performance and results could differ materially from what is expressed, implied, or forecast by our forward-looking statements due to general financial, economic, regulatory and political conditions affecting the economy and markets, as well as more specific risks and uncertainties affecting the Company. The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control. Future operating results and the Company’s stock price may be affected by a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “ITEM 1. BUSINESS,” and all subsections therein, including, without limitation, the subsection entitled, “FACTORS THAT MAY AFFECT THE COMPANY,” and the section entitled “MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS,” all contained in this Annual Report on Form 10-K. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such forward-looking statements. Furthermore, we do not intend (and we are not obligated) to update publicly any forward-looking statements. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission.
Results of Operations
The following discussion is based on the financial statements of the Company. The following tables and discussion summarize our financial statements for the years ended August 31, 2010 and 2009, and should be read in conjunction with the financial statements, and notes thereto, included with this Annual Report on Form 10-K at Part II, Item 8, below.
SUMMARY COMPARISON OPERATING RESULTS
Our operating expenses have increased from the year ended August 31, 2010 compared with the year ended August 31, 2009.
Year ended August 31, 2010 compared to year ended August 31, 2009
The Company reported $ 205,853 of revenue for the Year Ended August 31, 2010 and $ 0 for the comparable period in 2009 This increase is attributable to the acquisition of the Company's Promark Data and Media subsidiary in March, 2010
Cost of sales for the Year Ended August 31, 2010 were $ 104,604 as compared to cost of sales of $ 0 during the same period in 2009.
Selling, general and administrative and marketing expenses were $1,195,326 for the Year Ended December 31, 2010 as compared to $407,966 in 2009. This increase is attributable to the acquisition of the Company's Promark Data and Media subsidiary and the growth of the Company’s overall business operations.
Depreciation and amortization costs were $32,237 for the Year Ended August 31, 2010 compared to $_2,510 in 2009.
The Company reported a net loss of ($1,126,314) for the Year Ended August 31, 2010 as compared to a net loss of ($410,476) during the same period in 2009. This represents a loss per share of $(.040) during the Year Ended August 31, 2010 as compared to a loss per share of $(.01) for the same period in 2009.
Liquidity and Capital Resources
Working Capital, Cash and Cash Equivalents
The Company’s working capital deficit at August 31, 2010 was $962,128 compared to $410,555 at August 31, 2009. The ratio of current assets to current liabilities was .0228 to 1 at August 31, 2010 compared to .0254 to 1 at August 31, 2009. The decrease in the ratio is primarily due to the increase in cash and cash equivalents which was ($532,065) at August 31, 2010 versus ($42,575) at August 31, 2009.
Net cash used in operating activities was ($532,065) in 2010 compared with ($42,575) in 2009.
Cash flow from financing activities was $1,042,472 in 2010 compared to $39,850 in 2009.
As a result, cash and cash equivalents increased to $12,804 as of August 31, 2010 versus $1,026 at August 31, 2009. It will be necessary for the Company to raise additional capital to continue its business activities in 2010.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at August 31, 2010 was $12,804 with liabilities of $984,616,as compared with a cash balance of $1,026 and liabilities of $421,266 at August 31, 2009.
If we experience a shortage of funds prior to generating revenue from operations we may utilize funds from our director who has informally agreed to advance funds to allow us to pay for business operations, however, our director has no formal commitment, arrangement or legal obligation to advance or loan funds to us.
PLAN OF OPERATION
Madison Ave. Media is an advanced digital media company that offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries. Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Our services address the complete digital media value chain, combining the best practices of traditional media support with the power of technology.
With the power of proprietary software wrapped in industry expertise, we provide highly measurable results to the universe of advertisers and marketers. Our software delivers enterprise business intelligence harvested from unstructured data across the digital landscape -- we help companies hear what their clients are saying about them in a highly actionable form. From there, we assemble deep understanding about our clients’ customers - their perceptions, wants and needs, and then we create uniquely targeted campaigns and media plans based on these analytic findings. We do this through our proprietary aggregation technology, which enables us to “listen in” on unstructured databases. These are public opinion sources that hold unstructured language, such as message boards, chartrooms, and blogs. Our business and statistical analysis converts millions of sound bytes into actionable and measurable strategies and plans - for our clients, which we then design, build and continuously measure. As such, we develop long term, deep client relationships - built on proprietary and scalable intelligence implemented and expanded by category experts from the advertising and communications industries.
In the United States, businesses budget over $320B/year for marketing and communications. Most of this money is being spent on traditional media and campaigns, while the audience has shifted to a personalized, web and mobile consumption model. Madison Ave. Media delivers the power and technology to rapidly move the bulk of this spending to a personalized and measurable digital delivery system. We understand that clients do not simply buy technology, and that things like search engine optimization are now commodities. Our deliverable is personalized marketing intelligence, targeted campaigns built upon pinpoint knowledge, delivered where the audience consumes, and measured down to lift, ROI, market share and comparative positioning. Even deeper, our ability to assemble unstructured conversations into C level action plans, essentially gives our clients a reliable predictive modeling telescope. From that, we formulate strategies and tactics to deliver a sustainable competitive advantage. Madison Avenue has self-funded its first two years of operations - during which we have built and acquired software assets, a scalable technology backbone, a team of industry experts and business leaders, and actionable data on over 150M consumers with reach capabilities via web and mobile platforms.
We have early-adopter proof points in the consumer products industry, as well as in publishing, financial services, media/entertainment and manufacturing. In the process, we have validated the complete business model, affirmed the ROI of our solutions set, and established a scalable business foundation. We have a route to market model that helps ensure accelerated growth.
ITEM 7A.
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We do not hold any derivative instruments and do not engage in any hedging activities.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
The Board of Directors and Stockholders
Madison Ave. Media, Inc.
I have audited the accompanying balance sheet of Madison Ave. Media, Inc., at August 31, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for the years ended August 31, 2010 and 2009 and for the period from July 23, 2007 (inception) to August 31, 2010. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madison Ave. Media, Inc. at August 31, 2010 and 2009, and the related statements of operations and cash flows for the years ended August, 31 2010 and 2009 and the period from July 23, 2007 (inception) to August 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
HARRIS F. RATTRAY CPA
Pembroke Pines, Florida
November 15, 2010,
See accompanying notes.
MADISON AVE, MEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
August 31, 2010 and August 31, 2009
1.
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operation. Kahzam, Inc. (formally Centaurus Resources Corp.) (the Company) was incorporated on July 23, 2007 as Centaurus Resources, Inc., under the laws of the State of Delaware, and established a fiscal year end of August 31. On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three Shares of new Kahzam, Inc. Common Stock.
The Company is considered a development stage enterprise as defined in Financial Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting for Development Stage Companies". The Company has no revenue to date and there is no assurance the Company will achieve a profitable level of operations.
Use of Estimates. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Depreciation. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lines of the relative assets, which range as follows:
Furniture & Fixtures
5-7 years
Office Equipment
5-7 years
Computer Software
5 years
The company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate.
Concentration of Credit Risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accrued expenses.
The Company's cash and cash equivalents are concentrated primarily in one bank in the United States. At times, such deposits could be in excess of insured limits. Management believes that the financial institution that holds the Company financial instrument is financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.
Earnings (Loss) Per Share. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. The Company has no potentially dilutive securities.
Evaluation of long-lived Assets. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” If the carrying value of the long-lived asset exceeds the estimated future undiscounted cash flows to be generated by such asset, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.
Income Taxes. In February 1992, the Financial Standards Board issued Statement of Financial Accounting Standard No.109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred assets and liabilities are recognized for the estimated future tax consequences between the financial statement carrying amounts of the existing assets and their respective basis.
Deferred assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. For the year ending August 31, 2010 and 2009 the effective rates were:
The differences between Federal income tax rates and the effective income tax rates are:
The Company has a net operating loss carry forward as of August 31, 2010 of approximately $1,564,636 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forwards expires at various dates through 2030.
Fair Value of Financial Instruments. For financial instruments including cash and accrued expenses, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.
New Financial Accounting Standards. The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
2.
GOING CONCERN
As shown in the accompanying financial statements, the Company incurred a net loss for the year ending August 31, 2010 of $1,126,314 and cumulatively since inception for the period July 23, 2007 to August 31, 2010 of $1,564,636. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support these operations. This raises substantial doubt about the Company's ability to continue as a going concern.
The Company is currently raising working capital to fund its operations via a private placement of common stock.
3. BUSINESS ACQUISITION AND COMBINATION
The company completed the acquisition of Tecoup and Promark Data and Media Group during the second quarter of 2010. The acquisition has been accounted for using the purchase method pursuant to SFAS No. 141, “Business Combinations.” The assets purchased and the liabilities assumed for these acquisitions have been reflected in the accounting consolidated balance sheet as of August 31, 2010. Results of operations for the adjustments are included in the accompanying consolidated earnings for the years ended August 31, 2010.
4.
FIXED ASSETS
Equipment are stated at cost and depreciated on the straight-line method over their estimated useful lives of five to seven years. Equipment consists of the following:
5.
INTANGIBLE ASSET
Intangible asset consist of the Customer List acquired in connection with the acquisition of Promark Data and Media LLC. The Company evaluates the amortization period of intangible assets on an ongoing basis, in light of changes in business conditions and events or circumstances, which may indicate its potential impairment
6. STOCKHOLDERS EQUITY
The Company has authorized 150,000,000 shares of $ 0.0001 par value common stock, with 59,061,502 shares issued and outstanding.
Details of common stock issued:
On August 13, 2007 the Company issued total of 1,500,000 shares of common stock to one Director for cash in the amount of $0.01 per share for a total of $15,000.
On December 31, 2007 the Company issued a total of 1,000,000 shares of common stock for cash in the amount $ 0.025 per share for a total of $25,000.
On May 12, 2009 the Company issued a total of 4,000,000 shares of common stock in exchange for 100% of the Common Stock of Kahzam, Inc. a Florida Corporation. The shares were valued at $ 0.01 per share for a total of $40,000.
On September 1, 2009 The company received $425,000, of which $125,000 shall be paid and satisfied at closing by certified bank draft or wire transfer equaling 125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of Common Stock and the cancellation of $300,000 in currently outstanding Demand Promissory Note and assigned accounts payables.
On January 15, 2010 the company completed a share exchanged agreement with TECOUP.COM LLC for 2,000,000 Shares.
On January 20, 2010 the company issued 734,000 Shares to various members of the Board of Directors.
On March 1, 2010 the Board of Directors issued 250,000 Shares of the Registrant’s Common Stock to Cracker Jack for services rendered and 100,000 Shares of the Registrant’s Common Stock to Robert Mirabito.
On March 17, 2010 42,000 of Common Stock was issued @$1.00 per share for cash to various investors.
On May, 31, 2010, the Company issued 33,000,000 Shares of its Common Stock to acquire 100% of the Capital Stock of ProMark Data & Media Group, LLC. The controlling shareholder of ProMark Data & Media Group, LLC, Group Molinari LLC, is also the principal and controlling shareholder of the Company. Peter Molinari, the Managing Member of Group Molinari LLC, is an Executive Vice President of the Company, and his father Stephen Molinari is the Chairman of the Company’s Board of Directors
From July 28, 2010 to August 31, 2010, the Company issued 354,500 Shares of the Registrant’s Common Stock to various people for services:
As a result of these transactions as of August 31, 2010 the Company has 59,061,502 Shares of Common Stock issued and outstanding.
7.
COMMITMENTS AND CONTINGENCIES
The Company rents office space in Boca Raton, Florida under a sublease that commenced in April 2009. The total rent for 2009 was $31,962. Future lease expenses are approximately $29,000 monthly with the expanded services.
8.
RELATED PARTY TRANSACTIONS
The Company’s officers, directors and related companies have advanced funds to the company for working capital. These advances are unsecured, bear no interest and have no scheduled repayment.
9.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2007, the FASB issued FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (“the FSP”), which provides guidance for determining whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Under the FSP, a tax position could be effectively settled on completion of examination by a taxing authority is the entity does not intend to appeal or litigate the result and it is remote that the taxing authority would examine or re-examine the tax position. The Company does not expect that this interpretation will have a material impact on its financial statements.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “Business Combinations,” which establishes how an acquiring company recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB 51’s consolidation procedures for consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective for fiscal years beginning December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.
10. SUBSEQUENT EVENTS
On October 11, 2010, the Registrant completed its acquisition of certain assets of Financial Network Media, LLC in exchange for the issuance of 25,000,000 Shares of Common Stock of the Registrant. The assets included a proprietary data base which significantly increases the Registrant's marketing operations. Group Molinari LLC is the controlling shareholder of both Financial Network Media, LLC and the Registrant.
On October 11, 2010, the Board of Directors of the Registrant authorized and approved the issuance of 100,000 Shares of Convertible Preferred Stock to be designated "Series A Convertible Preferred Stock" and which shall bear the rights, privileges and preferences as set forth in the Certificate of Designation to be filed with the Secretary of State of Delaware. On the same date, Group Molinari LLC, the controlling shareholder of the Registrant, agreed to exchange 49,000,000 Shares of Common Stock of the Registrant for 100,000 Shares of Series A Convertible Preferred Stock. The conversion was completed prior to October 31, 2010, and upon such conversion the 49,000,000 Shares of Common Stock will be retired by the Registrant. Group Molinari LLC will retain voting control of the Registrant subsequent to the conversion through voting rights granted to the holders of the Series A Convertible Preferred Stock.
ITEM 8A . CONTROLS AND PROCEDURES
Disclosure Regarding Controls and Procedures
As of August 31, 2010, we conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of August 31, 2010.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. A company’s 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 in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2010, based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of August 31, 2010.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the fiscal year ended August 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 8B. Other Information
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
There is hereby incorporated by reference the information under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” and “Executive Officers of the Company” in the Company’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2010.
Item 11.
Item 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information under the caption “Executive Compensation” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2010.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
There is hereby incorporated by reference the information under the captions “Voting” and “Security Ownership of Certain Beneficial Owners and Management” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2010.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
There is hereby incorporated by reference the information under the caption “Certain Relationships and Related Party Transactions” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of Registrant’s year ended August 31, 2010.
Item 14.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
There is hereby incorporated by reference the information under the caption “Ratification of Appointment of Auditors” in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s year ended August 31, 2010.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number
Description
31.1
Sec. 302 Certification of CEO
31.2
Sec. 302 Certification of CFO
32.1
Sec. 906 Certification of CEO
32.2
Sec. 906 Certification of CFO
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.
Madison Ave. Media, Inc.
November 15, 2010
by: /s/
STEPHEN MOLINARI
STEPHEN MOLINARI
Chairman, Director and Acting CFO
November 15, 2010
by: /s/
JAMES LINDSEY
JAMES LINDSEY
Chairman and President