UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ANNUAL REPORT ~~UNDER~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~ 2009

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

Commission file number 333-156352

~~MADISON MANAGEMENT~~E & M GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		88-0492246
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2883 Eagles Peak Lane
2373 208th St., Unit F4
Lincoln, CA		95648
Torrance, CA		90501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number: (~~916~~213) ~~408~~ 995-~~5704~~5036

Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 690

~~Suite 690~~San Diego, CA 92101.

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-1325

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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 Website, 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 ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer ¨	Accelerated filer ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ x No x ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, ~~2008~~ 2009 (the last business day of the registrant's most recently completed second fiscal quarter) was $19150,000 based on a share value of $0.01.

The number of shares of Common Stock, $0.001 par value, outstanding on March 2325, ~~2009~~ 2010 was 331,~~150~~500,000 shares.

~~MADISON MANAGEMENT~~E & M GROUP, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, ~~2008~~2009

Index to Report on Form 10-K

PART I		Page
Item 1.	Business	2
Item 1A.	Risk Factors	34
Item 1B.	Unresolved Staff Comments	67
Item 2.	Properties	68
Item 3.	Legal Proceedings	68
Item 4.	Submission of Matters to a Vote of Security Holders	68
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	68
Item 6.	Selected Financial Data	89
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	89
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1011
Item 8.	Financial Statements and Supplementary Data	1011
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1011
Item 9A (T)	Controls and Procedures	1113
Item 9B.	Other Information	1214
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1215
Item 11.	Executive Compensation	1720
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1721
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1821
Item 14	Principal Accounting Fees and Services	1922
PART IV
Item 15.	Exhibits, Financial Statement Schedules	2023

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

·	our current lack of working capital;

·	inability to raise additional financing;

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

·	deterioration in general or regional economic conditions;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·	inability to efficiently manage our operations;

·	inability to achieve future sales levels or other operating results; and

·	the unavailability of funds for capital expenditures.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.

Throughout this Annual Report references to “we”, “our”, “us”, “Madison”, “the Company”, and similar terms refer to Madison Management, Inc.

Throughout this Annual Report references to “we”, “our”, “us”, “E & M”, “the Company”, and similar terms refer to E & M Group, Inc.

PART I

ITEM 1. BUSINESS

Business Development

~~Madison~~E ~~was~~& ~~incorporated~~M inGroup, ~~the~~Inc. ~~state of~~is ~~Nevada~~a ondevelopment ~~March~~stage 2company, ~~2001.~~originally Weincorporated ~~were formed to engage~~ in the ~~business~~state of ~~establishing~~ orNevada ~~reestablish~~on aMarch ~~solid~~2, ~~management~~2001 ~~organization~~under ~~for~~ the ~~client~~name ~~by providing~~Madison ~~services~~Management, ~~such~~Inc. asWe ~~reviews~~were offormed ~~corporate~~to ~~objectives~~provide ~~and~~business ~~strategies~~development, ~~reviews~~ ofmarket ~~staffing~~development ~~needs, introduce new~~ and ~~relative~~financial ~~technology,~~goal-setting ~~and~~to ~~generally assist~~prospective ~~with~~clients ~~the~~(small ~~execution of projects outside the normal scope of the organizations staff~~corporations).

~~Business~~ On July 24, 2009, the officers and directors of ~~Issuer~~the Company, Ms. Pam Elliott, Ms. Sharilyn Gallison, Ms. Sandra Lary, and Ms. Elaine Evans gave the Company notice of their resignations from their positions as officers and members of the Board of Directors, which resignations were accepted by the Company on August 6, 2009.

~~Madison Management,~~Prior ~~Inc.~~to ~~is in~~ the ~~business~~resignations of, Ms. Pam Elliott and Ms. Sandra Lary, the ~~practice~~Board of, ~~helping organizations~~Directors ~~improve~~appointed ~~their~~Mr. ~~performance,~~Donghwan ~~primarily~~Kim ~~through~~to serve as the ~~analysis~~Company’s ~~of existing~~President, ~~business~~Secretary ~~problems~~and Treasurer and ~~the~~to ~~development~~serve ~~and~~as ~~implementation~~a member of ~~plans~~the ~~for improvement~~Company’s Board of Directors.

~~Our prospective~~On ~~clients~~December ~~may~~11, ~~hire~~2009, ~~our~~we ~~services~~amended ~~for~~our aarticles ~~number~~ of ~~reasons,~~incorporation ~~including gaining~~changing ~~external~~our ~~and~~name ~~objective~~from ~~advice~~Madison Management, ~~access~~Inc. to ~~the~~E ~~company’s~~& ~~specialized expertise,~~M ~~hiring extra temporary help during a one-time project~~Group, ~~and utilizing in-house management staff~~Inc.

~~We also~~On ~~provide~~December ~~organizational~~18, ~~change management assistance~~2009, ~~development~~Mr. Donghwan Kim gave the Company notice of ~~coaching~~his ~~skills~~resignation from his position as President, ~~technology~~ ~~implementation~~CEO, ~~strategy~~Secretary ~~development~~and Treasurer of the Company, ~~and~~which ~~operational~~resignation ~~improvement services.~~was ~~We assist~~accepted in by the ~~identification~~Company on December 18, 2009. Mr. Kim remained as a director of ~~problems~~the Company. Concurrently, on December 18, 2009, the Board of Directors appointed Jooin Kim to serve as President and CEO, Misun Kim to serve as ~~the~~ ~~basis~~Secretary ~~for~~and ~~recommendations~~a ~~for~~Director, ~~more~~Jisun ~~effective~~Kim to serve as Treasurer and ~~efficient~~a ~~ways~~Director, and Peter Duchine to serve as a Director of ~~performing~~ ~~business tasks~~the Company.

~~As the~~On ~~need~~January ~~for~~14, ~~professional~~2010, ~~and~~we ~~specialized~~increased ~~advice~~our ~~grows,~~total ~~other~~number ~~industries~~of ~~such~~shares ~~as government,~~which ~~quasi-government~~we ~~and~~are ~~not-for-profit~~authorized ~~agencies may~~to ~~turn~~issue ~~to Madison~~from ~~Management~~25,000,000 ~~Inc.~~ to ~~implement~~100,000,000 ~~the~~shares ~~same~~of ~~managerial~~common ~~principles~~stock ~~that~~of ~~have helped~~$0.001 ~~the~~par ~~private sector for years~~value.

~~We offer~~On ~~quick~~March ~~response~~3, to2010, ~~our~~we ~~prospective~~effectuated ~~clients with less “ramp up time” on~~ a ~~project~~ ~~due~~10-for-1 toforward ~~familiarity~~stock ~~with~~split ~~the~~of ~~corporation, and~~ our ~~ability to guide a project through to implementation~~$0.001 ~~When~~par ~~acting~~value ascommon ~~internal consultants we evaluate engagement on projects in light of the corporation strategic and tactical objectives, thus, saving the prospective client time and money~~stock.

We are suited to lead consulting project teams and act as organizational subject matter experts. We consult with the teams and direct the organizational management staff. We work closely with, and monitor projects throughout inception, implementation, delivery, quality, and overall operating outcome.

~~Competition~~Business of Issuer

WeInitially, ~~compete~~we ~~with~~were ~~numerous~~seeking ~~other~~to establish E & M Group in the business ~~management~~ of providing business development, ~~marketing~~market development and ~~consulting~~financial ~~companies~~goal-setting to prospective clients (small corporations). ~~Many~~ As a result of ~~these~~our lack of revenue generation, we plan to re-assess our business plan, and aggressively seek out other business opportunities. ~~competitors~~In ~~have~~an ~~substantially~~effort ~~greater~~to ~~resources~~substantiate ~~than~~stockholder usvalue, we are seeking compatible business opportunities. ~~Should~~ ~~a larger~~We ~~and~~can ~~better~~provide ~~financed~~no ~~company~~assurance ~~decide~~that we will be able to ~~directly~~locate ~~compete~~compatible business opportunities. Currently, we are in preliminary discussions with a private company, who is in the mineral resource business, interested in a potential merger with us. The mineral resource business generally consists of three stages: exploration, development and beproduction. Mineral resource companies that are in the exploration stage have ~~successful~~not yet found mineral resources in ~~its~~commercially ~~efforts~~exploitable quantities and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, ~~our~~while ~~business~~those ~~could~~engaged bein ~~adversely affected~~the extraction of a known mineral resource are in the production stage. The private company is in the exploration stage.

As of the date of this filing, there have been no definitive agreements reached with this company. If and when we enter into a definitive agreement with any company, we will file a current report on Form 8-K.

Until we enter into a transaction with another viable entity, we will continue to sustain ourselves through continuing with our current attempt to build the Company to provide business development, market development and financial goal-setting to prospective small businesses. Unless we pursue and establish ourselves with other business ventures in the near term, which we intend to do, we anticipate it will be extremely difficult without sufficient capital and a turnaround in the economy for us to generate revenues during the next twelve months.

Personnel

We are a development stage company and currently do not have any employees. We look to our officers and directors who collectively have a varied background in business management, marketing, and sales. We do not anticipate hiring employees over the next 12 months. We intend to use the services of consultants to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain general and administrative expenses.

ITEM 1A. RISK FACTORS

An evaluation of us is extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.

There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand and acceptance of our business plan, the level of our competition and our ability to attract and maintain key management and employees.

While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, there can be no guarantees or assurances that the results anticipated will occur.

We are highly dependent on our officers and directors.

We rely heavily on our officers and directors to provide services and for continued business development. It would be difficult to replace ~~any of~~ our officers and directors at such an early stage of development of ~~Madison~~the Company. ~~Madison’s~~Our business could be materially adversely affected if ~~a number of~~ our officers and directors were to leave and if ~~Madison~~ we were unable to retain qualified replacements.

Potential issuance of additional common stock could dilute existing stockholders.

We are authorized to issue up to 25100,000,000 shares of common stock. To the extent of such authorization, our Board of Directors has the ability, without seeking stockholder approval, to issue additional shares of common stock in the future for such consideration as the Board of Directors may consider sufficient. We are not currently seeking additional equity financing, which if sought or obtained may result in additional shares of our common stock being issued. The issuance of additional common stock in the future will reduce the proportionate ownership and voting power of the common stock held by our existing stockholders.

~~We will~~Our ~~need~~auditor’s ~~additional~~report ~~capital~~reflects in the ~~future~~fact tothat ~~finance~~without ~~our~~realization ~~planned~~of ~~growth~~additional capital, ~~which we may not be able to raise or~~ it ~~may~~would ~~only~~ be ~~available~~unlikely onfor ~~terms unfavorable to~~ us ~~or our stockholders, which may result in our inability~~ to ~~fund~~continue ~~our~~as ~~working capital~~a ~~requirements~~going ~~and harm our operational results~~concern.

~~Based on~~Our ~~our~~financial ~~current~~statements ~~proposed~~have ~~plans~~been ~~and~~prepared ~~assumptions~~on a going concern basis, wewhich ~~anticipate~~contemplates ~~that~~the werealization ~~will~~of ~~need additional~~assets ~~capital~~and tothe ~~fund~~satisfaction ~~our~~of ~~operations.~~liabilities ~~There~~in isthe nonormal ~~assurance~~course ~~that~~of webusiness. ~~would be~~We ~~able~~have tosuffered ~~raise~~losses ~~such~~from ~~capital~~operations induring anour ~~amount~~operating ~~sufficient~~history and our ability to continue ~~our operations.~~as Ina ~~the~~going ~~event~~concern weis ~~require~~dependent ~~additional~~upon ~~financing,~~obtaining wefuture ~~will~~profitable operations. ~~seek~~Additionally, ~~such financing~~our ~~through~~auditor’s ~~bank~~report ~~borrowing,~~reflects ~~debt~~that orthe ~~other~~ability ~~equity~~of ~~financing,~~the ~~corporate partnerships~~Company orto ~~otherwise.~~continue Weas ~~cannot~~a ~~assure~~going ~~you~~concern ~~that~~is ~~such~~dependent ~~financing~~upon ~~would~~its ~~be available~~ability to ~~the~~obtain ~~Company~~additional insources ~~the~~of ~~amounts~~capital or atborrowings ~~the~~and, ~~times~~ultimately, wethe ~~may~~achievement ~~require~~of ~~the financing,~~significant oroperating ifrevenues. weAlthough domanagement ~~obtain~~believes ~~any~~that ~~financing~~the ~~that~~proceeds itfrom ~~would~~the besale onof ~~terms~~securities, ~~that~~together ~~would allow~~with usfunds tofrom ~~achieve~~operations, ~~profitability~~will ~~and~~be sufficient to ~~sustain~~cover ~~our~~anticipated ~~business.~~cash Werequirements, dowe ~~not presently~~will ~~have~~be arequired ~~credit~~to ~~line~~seek ~~available~~additional ~~with~~capital ~~any~~to ~~lending~~fund ~~institution.~~future ~~Any~~growth ~~additional~~and ~~equity~~expansion. ~~financing~~No ~~may~~assurance ~~involve~~can ~~the~~be ~~sale~~given ofthat ~~additional~~such ~~shares~~financing ofwill ~~our common~~be ~~stock~~available onor, ~~terms~~if available, that ~~have~~it ~~not~~will ~~yet~~be ~~been~~on ~~established.~~commercially ~~These~~favorable terms. ~~may~~Moreover, ~~be more~~ favorable tofinancing ~~future~~may ~~investors~~be ~~than~~dilutive ~~those~~to ~~contained herein~~investors.

~~There is no current public market for our common stock; therefore you may be unable to sell your securities at any time, for any reason, and at any price, resulting in a loss of your investment.~~4

~~As of~~We ~~the~~will ~~date~~need ofadditional ~~this~~capital ~~filing,~~in ~~there~~the isfuture noto ~~public~~finance ~~market for~~ our ~~common~~operations, ~~stock. Although~~which we ~~contacted~~may annot ~~authorized~~be ~~OTC~~able ~~Bulletin~~to ~~Board~~raise ~~market~~or ~~maker~~it ~~for sponsorship~~may ofonly ~~our~~be ~~securities~~available on ~~the~~terms ~~Over-the-Counter~~unfavorable ~~Bulletin Board, there can be no assurance that our attempts~~ to dous soor ~~will be successful. Furthermore, if~~ our ~~securities are not quoted on the OTC Bulletin Board~~stockholders, orwhich ~~elsewhere,~~may ~~there~~result ~~can be no assurance that a market will develop for the common stock or that a market~~ in ~~the~~our ~~common~~inability ~~stock~~to ~~will~~fund beour ~~maintained.~~working Ascapital arequirements ~~result~~and ofharm ~~the~~our ~~foregoing,~~operational ~~investors may be unable to liquidate their investment for any reason~~results.

We believe that current cash on hand and the other sources of liquidity may not be sufficient enough to fund our operations through fiscal 2010. In that event, we would need to raise additional funds to continue our operations.

Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

We may acquire assets or other businesses in the future.

We may consider acquisitions of other assets or other businesses. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:

·	The acquired assets or business may not achieve expected results;

·	We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;

·	We may not be able to retain key personnel of an acquired business;

·	Our management’s attention may be diverted; or

·	Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.

If these problems arise we may not realize the expected benefits of an acquisition.

Risks Relating To Our Common Stock

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;

·	Disclose certain price information about the stock;

·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·	Send monthly statements to customers with market and price information about the penny stock; and

·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, 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. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions ~~are~~ are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company'’s assets that could have a material effect on the financial statements.

We have a limited number of personnel that are required to perform various roles and duties as well as be responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

~~Our~~ We currently maintain an executive office isat ~~located~~2373 at208th ~~2883~~St., ~~Eagles~~Unit ~~Peak~~F4, ~~Lane~~Torrance, ~~Lincoln~~California, ~~CA.~~for ~~The~~which ~~office space~~we ishave ~~approximately~~executed ~~100~~a ~~square~~36 ~~feet~~month ~~for~~lease, ~~which~~commencing weon ~~pay~~January ~~rent~~12, of2010. ~~$250~~Our ~~per~~monthly ~~month beginning~~rent infor ~~November~~this ~~2008~~office is $2,500. We believe our current office space is adequate ~~for~~ for our immediate needs; however, as our operations expand, we may need to locate and secure additional office space. We sublease the office space from ENSAP International, Inc., a related party. ENSAP International, Inc. is an entity that is owned and controlled by the officers and directors of E&M Group, Inc. and their immediate family members.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

~~We have~~On ~~filed~~May 19, 2009, we were cleared for ~~inclusion~~trading ofby ~~our~~the ~~common~~Financial ~~stock~~Industry Regulatory Authority on the Over-the-Counter Bulletin Board; ~~however,~~under ~~there~~the ~~can~~symbol be“MMGT.” noWe ~~assurance~~changed ~~that~~our ~~FINRA~~name ~~will~~to ~~approve~~E ~~the~~& ~~inclusion of~~M ~~the~~Group, ~~common stock~~Inc. ~~Prior~~and toat the ~~date~~same oftime ~~this~~requested ~~report,~~ our symbol be changed to EMGR. Our common stock ~~was~~is ~~not~~ currently thinly traded on the Over-the-Counter Bulletin Board, with a closing price of $0.02 on March 26, 2010.

Inclusion on the OTC Bulletin Board permits price quotations for our shares to be published by that service. Although we have submitted an application to a market maker for the OTC Bulletin Board, we do not anticipate our shares to immediately be traded in the public market. Also, secondary trading of our shares may be subject to certain state imposed restrictions. Except for the application submitted to a market maker for the OTC Bulletin Board, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities. There can be no assurance that our shares will be accepted for trading on the OTC Bulletin Board or any other recognized trading market. Also, there can be no assurance that a public trading market will develop in the future or, if such a market does develop, that it can be sustained.

Without an active public trading market, a stockholder may not be able to liquidate their shares. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this report, including the many risks associated with an investment in our securities, may have a significant impact on the market price of our common stock.

The ability of individual stockholder to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.

Holders of Common Stock

As of March 2325, ~~2009~~2010, we had approximately 3216 stockholders of record of the 331,~~150~~500,000 shares outstanding (post split).

Dividends

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

·	our financial condition;

earnings;

·	need for funds;

·	capital requirements;

· prior claims of preferred stock to the extent issued and outstanding; and

·	other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Recent Sales of Unregistered Securities

We have no recent sales of unregistered securities.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, ~~2008~~ 2009.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW AND OUTLOOK

~~Madison is~~We are a development stage company incorporated in the State of Nevada in March 2001. We were formed to provide business development, market development and financial goal-setting to prospective ~~clients. Our most important group of prospective clients are in~~ small ~~corporations~~businesses.

Since our inception on March 2, 2001 through December 31, 2008, we have generated $48,500 in revenues and have incurred a net loss of $46,870. For the year ended December 31, 2008, we generated $8,500 in revenues and incurred a net loss of $24,775.9

Since our inception on March 2, 2001 through December 31, 2009, we have generated $53,500 in revenues and have incurred a net loss of $115,694. For the year ended December 31, 2009, we generated $5,000 in revenues and incurred a net loss of $68,824.

Operation Plan

During the next twelve months we plan to continue to focus our efforts on enhancing and marketing our business management, marketing and sales consulting services. However, and alternatively, we have been seeking other ventures, which may provide us opportunities which are more likely to provide us greater financial reward.

Liquidity and Capital Resources

The following table summarizes total current assets, total current liabilities and working capital at December 31, 2009 compared to December 31, 2008.

	December 31, 2009	December 31, 2008	Increase / (Decrease)
	December 31, 2009	December 31, 2008	$	%

Current Assets	$38,307	$6,559	$31,748	484%

Current Liabilities	2,508	21,929	(19,421)	(89%)

Working Capital (deficit)	$35,799	$(15,370)	$51,169	333%

Financing

In November 2009, Donghwan Kim, a Director of the Company, loaned the Company $49,000. The loan bears no interest and is due upon demand but cannot be demanded before December 2020.

Satisfaction of our cash obligations for the next 12 months.

As of December 31, ~~2008~~2009, our cash balance was $627,~~559~~057. Our plan for satisfying our cash requirements for the next twelve months is through ~~sales-generated income,~~ sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

810

Since inception, we have financed our cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listing or some form of advertising revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of ~~Madison~~the Company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company ~~has~~is ~~not~~in ~~commenced~~the development ~~its~~stage ~~planned principal operations~~ and, itaccordingly, has ~~not~~ generated ~~significant~~minimal revenues from operations. As shown on the accompanying financial statements, the Company has incurred a net loss of $46115,~~870~~694 for the period from inception (March 2, 2001 ~~(inception~~) to December 31, ~~2008~~2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.

In order to obtain the necessary capital, the Company will seek equity and/or debt financing. If the financing does not provide sufficient capital, shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. Without sufficient financing, it is unlikely for the Company to continue as a going concern.

Summary of product and research and development that we will perform for the term of our plan.

We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate maintaining control over our advertising to assist us in determining the allocation of our limited advertising dollars.

Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment, as such items are not required by us at this time or in the next 12 months.

Significant changes in the number of employees.

We are a development stage company and currently do not have any employees. We look to our officers and directors who collectively have a varied background in business management, marketing and sales consulting. We do not anticipate hiring employees over the next 12 months. We intend to use the services of consultants to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain general and administrative expenses.

Liquidity and Capital Resources

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Madison~~We ~~does~~do not expect to enter into financial instruments for trading or hedging purposes. ~~Madison~~We ~~does~~do not currently anticipate entering into interest rate swaps and/or similar instruments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-16 of this Form 10-K.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent auditors on accounting or financial disclosures.

1012

ITEM 9a (T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer, ~~Pamela~~Jooin ~~R. Elliott and Principal Financial Officer~~Kim, ~~Elaine~~ M.has ~~Evans, have~~ evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on ~~their~~ his evaluation, MsMr. ~~Elliott~~Kim ~~and Ms. Evans~~ concluded that our disclosure controls and procedures are effective in timely alerting ~~them~~him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, ~~2008~~2009.

1113

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

~~None.~~(a) Article I Name-

As of December 11, 2009, the Company amended its articles of incorporation changing its company name from Madison Management, Inc. to E & M Group, Inc. The name change occurred as a result of a stockholder proposal which was approved by a Majority Consent of Stockholders on October 26, 2009.

The Company’s trading symbol changed from MMGT to EMGR, effective March 2, 2010, in conjunction with the Company’s name change.

(b) Resignation of Director and Officers

On December 18, 2009, the Board of Directors appointed Jooin Kim to serve as President and CEO, Misun Kim to serve as Secretary, and Jisun Kim to serve as Treasurer of the Company.

Jooin Kim – President and CEO, (See Resumé in Item 10 below).

Misun Kim – Secretary, (See Resumé in Item 10 below).

Jisun Kim – Treasurer, (See Resumé in Item 10 below).

(d) Appointment of Director

On December 18, 2009, the Board of Directors appointed Misun Kim, Jisun Kim and Peter Duchine to serve as members of the Company’s Board of Directors. Currently, the Company does not have separate committees within the Board of Directors such as an Audit, Nominating, or Governance committees due to having limited resources. Therefore, the Company’s entire board of directors will perform some of the functions associated with these separate committees.

Peter Duchine, (See Resumé in Item 10 below).

Misun Kim (See Resumé in Item 10 below).

Jisun Kim (See Resumé in Item 10 below).

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors.

On July 24, 2009, the officers and directors of the Company, Ms. Pam Elliott, Ms. Sharilyn Gallison, Ms. Sandra Lary, and Ms. Elaine Evans gave the Company notice of their resignations from their positions as officers and members of the Board of Directors, which resignations were accepted by the Company on August 6, 2009.

Prior to the resignations of Ms. Pam Elliott and Ms. Sandra Lary, the Board of Directors appointed Mr. Donghwan Kim to serve as the Company’s President, Secretary and Treasurer and to serve as a member of the Company’s Board of Directors.

On December 18, 2009, Mr. Donghwan Kim gave the Company notice of his resignation from his position as President, CEO, Secretary and Treasurer of the Company, which resignation was accepted by the Company on December 18, 2009. Mr. Kim remained as a director of the Company. Concurrently, on December 18, 2009, the Board of Directors appointed Jooin Kim to serve as President and CEO, Misun Kim to serve as Secretary and a Director, Jisun Kim to serve as Treasurer and a Director, and Peter Duchine to serve as a Director of the Company.

Information as to our current directors and executive officers is as follows:

Name	Age	Title	Term
Pamela R. Elliott	58	President and Director	Since March 2001
Jooin Kim	27	President & Chief Executive Officer	12/18/09
Sharilyn Gallison	63	Vice President	Since March 2001
Misun Kim	31	Secretary & Director	12/18/09
Elaine M. Evans	79	Secretary and Treasurer	Since March 2001
Jisun Kim	29	Treasurer & Director	12/18/09
Sandra Z. Lary	60	Director	Since March 2001
Donghwan Kim	58	Director	07/24/09
Peter Duchine	60	Director	12/18/09

Duties, Responsibilities and Experience

~~Pamela~~Jooin ~~R. Elliott,~~Kim – President ~~and~~& aChief ~~Director~~Executive ofOfficer ~~Madison,~~Mr. ~~has~~Jooin ~~been~~Kim ~~licensed~~is by the ~~California~~ ~~Department~~President and Chief Executive Officer of ~~Real~~E ~~Estate~~& asM Group, Inc. Mr. Kim has been a ~~sales~~Director ~~agent~~of Hydroderm U.S.A. since ~~1974~~2006. ~~She~~Between is2008 ~~active in~~and ~~sales~~2009, ~~marketing,~~Mr. ~~and~~Kim ~~training~~was in the ~~real~~owner ~~estate~~of ~~industry~~Happy Technology. ~~With~~Between ~~nearly thirty~~2005 ~~years~~and of2007, ~~management~~Mr. ~~experience~~Kim inwas a ~~variety~~General ofManager ~~businesses,~~for ~~including~~Compu ~~real estate,~~USA. ~~retailing,~~Mr. ~~manufacturing,~~Kim ~~consulting,~~studied ~~and~~computer ~~publishing,~~programming ~~Ms.~~at ~~Elliott~~ITT ~~brings significant~~Technical ~~pertinent~~Institute ~~talent~~between to2002 ~~the~~and ~~team~~2004.

~~Mrs~~Misun Kim – Secretary & Director Ms. ~~Elliott~~ Misun Kim is ~~co-founder~~the ofSecretary ~~several~~and ~~companies~~a ~~including~~Director ~~Hootman-Elliott~~of ~~Resources~~E & M Group, Inc., ~~Del~~Since ~~Mar~~2005, ~~CA,~~Ms. ~~Market~~Kim ~~Visions,~~has ~~Santa~~been ~~Rosa,~~the ~~CA,~~Chief ~~and~~Executive isOfficer ~~President-CEO~~ of ~~Left~~Hydroderm ~~Coast~~U.S.A. ~~Consulting~~Ms. ~~Group,~~Kim ~~Lincoln,~~is ~~CA,~~also a ~~real~~songwriter ~~estate/financial~~and ~~investment consulting~~works ~~firm.~~in ~~Additionally,~~the ~~she~~Artists ~~co-owns~~and ~~The~~Repertoire ~~Natural~~division ~~Healing~~for ~~Way,~~Can anEntertainment ~~online company~~since ~~specializing~~2004. inBetween ~~natural~~2005 ~~healing~~and ~~remedies.~~2009, Ms. ~~Elliott~~Kim iswas the ~~daughter~~Stage ~~of Elaine~~Manager ~~Evans~~for Redwon Production. Between 2004 and 2005, ~~Secretary~~Ms. Kim attended Patton College. Between 2001 and ~~Treasurer~~2003 ofMs. ~~the~~Kim ~~Company~~attended New York University and received a cello performance degree.

12Jisun Kim – Treasurer & Director Ms. Jisun Kim is the Treasurer and a Director of E & M Group, Inc. From 2006 through present, Ms. Kim has been a Director of Hydroderm U.S.A. Between 2008 and 2009, Ms. Kim was a loan officer for CPS Mortgage Company and between 2005 and 2007 she was a loan officer for Compass Finance. From 2001 through 2004 Ms. Kim attended Santa Monica College where she received a degree in business administration.

~~Sharilyn Gallison~~Charles Kim – Director Mr. Donghwan Kim, ~~Vice~~ ~~President~~a citizen of ~~Madison~~ South Korea, is a Director of E & M Group, Inc. Mr. Kim has been ~~a California~~the ~~resident~~President of the Korean division of ENSAP International Co., LTD. since ~~1984~~June 1, 2009. ~~Prior~~From toOctober ~~moving~~1, 1980 tothrough ~~California~~present, ~~she~~Mr. ~~was~~Kim has been the ~~Program~~ ~~Coordinator~~Chairman ~~for~~of Taerim Electronics. Mr. Kim also holds the Stposition of President for both Hydroderm U.S.A., ~~Louis~~Inc., ~~District~~and ~~Dairy~~Hydroderm ~~Council~~Asia, from ~~1970~~March to1, ~~1984~~2008 through present and August 8, 2003 through present, respectively. ~~Mrs~~ Mr. ~~Gallison~~Kim ~~supervised~~also ~~fifteen~~currently ~~home~~resides ~~economists~~as Chairman and ~~dietitians~~Chief ~~involved~~Financial ~~in nutrition~~Officer ~~education~~of inCharista Global Corp., a ~~155~~position ~~county~~he ~~area~~has inheld ~~Missouri~~since ~~and~~December ~~Illinois~~1, 2008.

In 1985, Mrs. Gallison was Territory Manager for The Merchandising Group serving the San Diego County and Palm Springs areas. In 1998, she joined PSMJ Resources, Inc., La Jolla, California, as Client Services Representation. She schedules and monitors progress on consulting with engineering and architectural firms across the country and abroad.16

~~Mrs~~Peter Duchine – Director Mr. ~~Gallison~~ ~~was~~Duchine ~~born~~is ~~and~~a ~~raised~~Director inof ~~Northwest~~E ~~Iowa. She~~& ~~received~~M aGroup, BInc.S Mr. Duchine has been an Assembly and Test Subcontractor for Amkor Technologies since March of 1992. As ~~degree~~an inAssembly ~~Vocational~~and ~~Home~~Test ~~Economics~~Subcontractor, ~~from~~Mr. ~~Iowa~~Duchine ~~State~~provides ~~University~~services as a technical test advisor, ~~Ames~~manages test business of $100,000,000 ~~Iowa~~to $200,000,000 per year and ~~her~~ ~~M.S.~~provides ~~degree~~leading inedge ~~Home~~technology ~~Economics~~solutions. ~~Communications~~Between ~~from~~August ~~the~~of ~~University~~1987 and February of ~~Missouri,~~ ~~Columbia~~1992, ~~Missouri~~Mr. Duchine served as a semiconductor manufacturer for California Micro Devices.

~~Elaine~~None ~~M. Evans, Secretary and Treasurer~~ of ~~Madison,~~the ~~manages~~above ~~her~~Officers ~~personal assets~~ and/or ~~acts~~Directors asbusinesses ~~business~~are ~~consultant~~affiliated ~~to various~~with ~~individuals~~or ~~and~~currently ~~businesses~~doing inbusiness ~~San~~with ~~Diego, CA through~~ E. ~~Venture Resources,~~& ~~Inc.~~M ~~For sixteen years~~Group, ~~Ms. Evans was the owner/operator of one of San Diego’s leading aerospace manufacturing companies, Compucraft Industries,~~ Inc. ~~She was one of only a handful of woman-owned aerospace manufacturing companies in the United States. For that honor, she has received public recognition.~~

Ms. Evans’ contributions to the business community are notable. She was a co-founder of the Bank of Commerce, San Diego, CA and has been active in the business community over 45 years. She has served on many boards and committees during that time. Ms. Evans is the mother of Pamela Elliott, a Director and President of the Company.

Sandra Z. Lary, Director of Madison, is the owner of Resources Consulting, a corporate training organization giving instructional workshops to administrative staff, paralegals and attorneys. She has worked for the California State Attorney General’s Office for the past 18 years as a Staff Training Officer teaching hands-on software applications, communication skills, proofreading and grammar classes.

Mrs. Lary has lived in California most of her life and graduated from Woodbury University, Burbank, CA with a Bachelor of Science Degree in Business Administration. She resides with her family in Del Mar, CA.

None of the above Officers and/or Directors businesses are affiliated with or currently doing business with Madison Management, Inc. Although, in 2006, E. Venture Resources, Inc. owned by Elaine M. Evans was hired as a business consultant to the company.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.

Involvement in Certain Legal Proceedings

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

Audit Committee and Financial Expert

We do not have an Audit Committee. Our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires executive officers and directors, and persons who beneficially own more than ten percent of an issuer's common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC.

As a company with securities registered under Section 15(d) of the Exchange Act, our executive officers and directors, and persons who beneficially own more than ten percent of our common stock are not required to file Section 16(a) reports.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

(1)	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

(3)	Compliance with applicable governmental laws, rules and regulations;

(4)	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)	Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our decision to not adopt such a code of ethics results from our having only three officers and two directors operating as the management for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.

Corporate Governance

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.

Director Nomination Procedures

Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;

2.	whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

3.	whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and

4.	whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.

16The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2009, the Company received no recommendation for Directors from its stockholders.

The Company will consider for inclusion in its nominations of new Board orof ~~management~~Directors ~~has~~nominees ~~not~~proposed ~~established~~by ~~any~~stockholders ~~specific~~who ~~minimum~~have ~~qualifications~~held ~~that a~~at ~~candidate~~least ~~for~~1% ~~director~~of ~~must~~the ~~meet~~outstanding invoting ~~order~~securities toof bethe ~~recommended~~Company for ~~Board membership~~at least one year. ~~Rather,~~Board ~~the~~candidates ~~Board~~referred orby ~~management~~such stockholders will ~~evaluate~~be considered on the ~~mix~~same ~~of skills~~basis ~~and~~as ~~experience~~Board ~~that~~candidates ~~the~~referred from ~~candidate~~other ~~offers,~~sources. Any ~~consider~~stockholder ~~how~~who awishes ~~given~~to ~~candidate meets~~recommend for the ~~Board~~Company’s ~~current~~consideration ~~expectations~~a ~~with~~prospective ~~respect~~nominee to ~~each~~serve ~~such~~on ~~criterion~~the ~~and make~~Board aof ~~determination~~Directors ~~regarding~~may ~~whether~~do aso ~~candidate~~by ~~should~~giving bethe ~~recommended~~candidate’s toname ~~the stockholders~~and ~~for~~qualifications ~~election~~in aswriting ato ~~Director. During~~the ~~2008,~~Company’s Secretary at the ~~Company received~~following noaddress: 2373 ~~recommendation~~208th ~~for~~Street, ~~Directors~~Unit ~~from~~F4, ~~its~~Torrance, ~~stockholders~~CA 90501.

The Company will consider for inclusion in its nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: 2883 Eagles Peak Lane, Lincoln, California 95648.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

Our executive officers have not received any compensation, including plan or non-plan compensation, nor has our executive officers earned any compensation as of the date of this Prospectus.

Future Compensation

Our executive officers have agreed to provide services to us without compensation until such time as we have earnings from our revenue.

Board Committees

We currently do not have any committees of the board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on March 2325, ~~2009~~2010 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership ~~before the offering~~ for the following table is based on 331,~~150~~500,000 shares of common stock outstanding.

Name of Beneficial Owner	Number Of Shares	Percent Beneficially Owned
Jooin Kim, President & Chief Executive Officer	0	--
Misun Kim, Secretary & Director	2,000,000	6%
Jisun Kim, Treasurer & Director	2,000,000	6%
Donghwan Kim, Director	12,500,000	40%
Peter Duchine, Director	0	--

All Directors, Officers and Principle Stockholders as a Group	16,500,000	52%

Name of Beneficial Owner	Number Of Shares	Percent Beneficially Owned
Pamela R. Elliott, President & Director	350,000	11%
Sharilyn Gallison, Vice President	350,000	11%
Elaine M. Evans, Secretary/Treasurer	300,000	9.5%
Sandra Z. Lary, Director	250,000	7.9%
All Directors, Officers and Principle Stockholders as a Group	1,250,000	39.6%

“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this prospectus.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE

~~We lease~~In ~~our~~November ~~corporate~~2009, ~~office~~Donghwan ~~space from an officer~~Kim, ~~director~~a ~~and~~Director ~~shareholder~~ of the Company, onloaned athe ~~month-to-month~~Company ~~basis at~~ $~~250 per month~~49,000. ~~Office~~The ~~services~~loan ~~are provided~~bears ~~without~~no ~~charge~~interest ~~by an officer~~ and ~~director~~is ofdue ~~the~~upon ~~Company.~~demand ~~Such~~but ~~costs are~~cannot ~~immaterial~~be todemanded ~~the~~before ~~financial~~December ~~statements and, accordingly, have not been reflected therein~~2020.

In ~~October~~November ~~2008~~2009, E.the ~~Venture~~Company ~~Resources~~loaned $30, ~~Inc~~000 to ENSAP International Co., ~~(“EVR”)~~Ltd., ana ~~entity~~California Corporation owned ~~and controlled~~ by anDonghwan ~~officer~~Kim, toa ~~the~~Director ~~Company, loaned~~of the Company ~~$15,000~~. The loan bears no interest and is due upon demand~~. Subsequent~~ tobut ~~the~~cannot ~~year~~be ~~ended~~demanded ~~December~~before ~~31,~~November ~~2008,~~2010. In ~~EVR~~December ~~loaned~~2009, the Company an ~~additional~~received a partial repayment of $2420,000 from ENSAP. As ~~The~~of ~~loan~~December ~~bears~~31, no2009, ~~interest~~the ~~and~~balance isowed ~~due~~to ~~upon demand~~the Company was $10,000.

The officers and directors are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Director Independence

The Board of Directors has not made the determination if any of its Directors are considered independent directors in accordance with the director independence standards of the American Stock Exchange. Therefore, as of the date of this filing, each director should be considered as non-independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for professional services rendered by the principal accountant, Moore & Associates, Chartered, for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years ~~2008~~2009 and ~~2007~~2008 were $56,~~000~~500 and $25,~~500~~000, respectively.

In October 2009, the registrant engaged De Joya Griffith & Company, LLC to serve as the registrant’s independent registered public accountants. The aggregate fees billed for professional services rendered by De Joya Griffith Company, LLC for the review of the period ended September 30, 2009, for the audit of our annual financial statements for the fiscal year ended December 31, 2009, and re-audit of our annual financial statement for the fiscal year ended December 2008 was $7,250.

(2) AUDIT-RELATED FEES

The aggregate fees billed by Moore & Associates, Chartered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements for the fiscal years 2008 and 2007 were $0 and $0, respectivelyNone.

(3) TAX FEES

~~The aggregate fee to be billed by Moore & Associates, Chartered for professional services to be rendered for tax fees for fiscal years 2008 and 2007 were $0 and $1,250, respectively~~None.

(4) ALL OTHER FEES

~~There were no other fees to be billed by Moore & Associates, Chartered for the fiscal years 2008 and 2007 other than the fees described above~~None.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Not applicable.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1. The financial statements listed in the "Index to Financial Statements" on page 2223 are filed as part of this report.

2.	Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3.	Exhibits included or incorporated herein: See index to Exhibits.

(b) Exhibits

			Incorporated by reference
Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
3(i)(a)	Articles of Incorporation of Madison Management, Inc. filed on March 2, 2001		S-1		3(i)(a)	12/19/08
3(i)(b)	Amended and Restated Articles of Incorporation, filed on December 11, 2009	X
3(i)(c)	Amended and Restated Articles of Incorporation, filed on January 14, 2010	X
3(ii)(a)	Bylaws of Madison Management, Inc.		S-1		3(ii)(a)	12/19/08
31.1	Certification of ~~Pamela~~Jooin R.Kim ~~Elliott~~ pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of Elaine M. Evans pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of Jooin Kim pursuant to Section 906 of the Sarbanes-Oxley Act	X
32.1	Certification of Pamela R. Elliott pursuant to Section 906 of the Sarbanes-Oxley Act	X
32.2	Certification of Elaine M. Evans pursuant to Section 906 of the Sarbanes-Oxley Act	X

2023

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 MANAGEMENT~~E & M GROUP, INC.

By: /sS/ ~~Pamela~~Jooin ~~R. Elliott~~Kim

~~Pamela R.~~Jooin ~~Elliott~~Kim, President

Date: March ~~26,~~31 ~~2009~~2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Pamela R. Elliott	Director, President, and Chief Executive	March 26, 2009
/S/ Jooin Kim	President, Chief Executive Officer,	March 31, 2010
Pamela R. Elliott	Officer (Principal Executive Officer)
Jooin Kim	Principal Executive Officer and Principal Accounting Officer
/s/ Elaine M. Evans	Secretary/Treasurer (Principal Financial and	March 26, 2009
/S/ Misun Kim	Secretary & Director	March 31, 2010
Elaine M. Evans	Accounting Officer)
Misun Kim
/s/ Sharilyn Gallison	Vice President	March 26, 2009
/S/ Jisun Kim	Treasurer & Director	March 31, 2010
Sharilyn Gallison
Jisun Kim
/s/ Sandra Z. Lary	Director	March 26, 2009
/S/ Donghwan Kim	Director	March 31, 2010
Sandra Z. Lary
Donghwan Kim
/S/ Peter Duchine	Director	March 31, 2010
Peter Duchine

2124

~~MADISON MANAGEMENT~~E & M GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

	Pages
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets, December 31, 2008 and 2007	F-2
Balance Sheets, December 31, 2009 and 2008	F-2
Statements of Operations for the Years Ended December 31, 2008 and 2007 and the period from March 2, 2001 (Inception) to December 31, 2008	F-3
Statements of Operations for the Years Ended December 31, 2009 and 2008 and the period from Inception (March 2, 2001) to December 31, 2009	F-3
Statement of Stockholders' Equity for the period from March 2, 2001 (Inception) to December 31, 2008	F-4 – F-7
Statement of Stockholders' Deficit for the period from Inception (March 2, 2001) to December 31, 2009	F-4 – F-6
Statements of Cash Flows for the Years Ended December 31, 2008 and 2007 and the period from March 2, 2001 (Inception) to December 31, 2008	F-8
Statements of Cash Flows for the Years Ended December 31, 2009 and 2008 and the period from Inception (March 2, 2001) to December 31, 2009	F-7
Notes to Financial Statements	F-98 – F-1716

~~MOORE & ASSOCIATES, CHARTERED~~25

~~ACCOUNTANTS~~De ~~AND ADVISORS~~Joya Griffith & Company, LLC

~~PCAOB~~CERTIFIED ~~REGISTERED~~PUBLIC ACCOUNTANTS & CONSULTANTS

~~REPORT~~Report OFof ~~INDEPENDENT REGISTERED~~Independent ~~PUBLIC~~Registered ~~ACCOUNTING~~Public ~~FIRM~~Accounting Firm

To ~~the~~ The Board of Directors and Stockholders

~~Madison Management~~E & M Group, Inc.

~~(A Development~~Torrance, ~~Stage~~CA ~~Company)~~90501

We have audited the accompanying balance sheets of ~~Madison~~E ~~Management~~& M Group, Inc. (formerly Madison Management) (A Development Stage Company) as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related statements of operations, stockholders’ ~~equity (~~deficit), and cash flows for the years then ended ~~December 31, 2008~~ and ~~2007~~from ~~and since~~ inception on (March 2, 2001 ~~through~~) to December 31, ~~2008~~2009. These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on ~~these~~the financial statements based on our ~~audits~~audit.

We ~~conduct~~ conducted our ~~audits~~audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Madison~~E ~~Management~~& M Group, Inc. (formerly Madison Management) (A Development Stage Company) as of December 31, ~~2008~~2009 and ~~2007~~2008, and the ~~related statements~~results of their operations, ~~stockholders’ equity (deficit)~~ and cash flows for the years then ended ~~December 31, 2008~~ and ~~2007~~from ~~and since~~ inception on (March 2, 2001 ~~through~~) to December 31, ~~2008,~~2009 in conformity with accounting principles generally accepted in the United States ~~of America~~.

The accompanying financial statements have been prepared assuming ~~that~~ the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has ansuffered ~~accumulated~~recurring ~~deficit~~losses offrom ~~$46~~operations,~~870,~~ which ~~raises~~ raise substantial doubt about its ability to continue as a going concern. Management’s plans ~~concerning~~in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/ Moore~~De Joya Griffith & ~~Associates~~Company, ~~Chartered~~LLC

~~Moore~~ /s/ De Joya Griffith & ~~Associates~~Company, ~~Chartered~~LLC

~~Las Vegas~~Henderson, Nevada

March 24 30, ~~2009~~2010

~~6490~~2580 ~~West~~Anthem ~~Desert~~Village ~~Inn Rd~~Drive, ~~Las Vegas~~Henderson, NV ~~89146 (702) 253-7499 Fax (702) 253-7501~~ 89052

Telephone (702) 563-1600 ● Facsimile (702) 920-8049

F-1

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
BALANCE SHEETS
	December 31,
	2008			2007
	2009			2008
ASSETS
Current Assets
Current assets:
Cash	$	627,~~559~~057		$	116,~~531~~559
Total Assets	$	6,559		$	11,531
Prepaid expenses		1,250			-
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes receivable - related party		10,000			-
Liabilities
Total current assets		38,307			6,559
Accounts Payable	$	6,929		$	2,126
Total assets	$	38,307		$	6,559
Notes Payable - Related Party		15,000			-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total Liabilities		21,929			2,126
Current liabilities:
Stockholders' Equity
Accounts payable	$	2,508		$	6,929
Common Stock, authorized 25,000,000 shares, par value $0.001, issued and outstanding on December 31, 2008 and 2007 is 3,150,000 and 3,150,000 shares, respectively		3,150			3,150
Notes payable - related party		-			15,000
Additional Paid in Capital		28,350			28,350
Total current liabilities		2,508			21,929
(Deficit) Accumulated During the Development Stage		(46,870	)		(22,095	)
Long-term liabilities:
Total Stockholders' Equity		(15,370	)		9,405
Notes payable - related party		49,000			-
Total Liabilities and Stockholders' Equity	$	6,559		$	11,531
Total long-term liabilities		49,000			-
Total liabilities		51,508			21,929
Stockholders' deficit:
Common stock, $0.001 par value, 100,000,000 shares
authorized, 31,500,000 and 31,500,000 shares issued and outstanding
as of December 31, 2009 and 2008, respectively		31,500			31,500
Additional paid-in capital		70,993			-
Deficit accumulated during development stage		(115,694	)		(46,870	)
Total stockholders' deficit		(13,201	)		(15,370	)
Total liabilities and stockholders' deficit	$	38,307		$	6,559

The accompanying notes are an integral part of these statements.

F-2

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
STATEMENT OF OPERATIONS
							March 2, 2001
							Inception
	For the Years Ended						(Inception) to
							(March 2, 2001)
	For the years ended						to
	December 31,						December 31,
	2008			2007			2008
	2009			2008			2009
Revenue	$	-5,000		$	~~10,000~~-		$	1015,000
Revenue - Related Party		8,500			-			38,500
Revenue - related party		-			8,500			38,500
Total Revenue		8,500			10,000			48,500
Total revenue		5,000			8,500			53,500
Expenses
Expenses:
General and Administrative		8,237			3,899			14,590
General and administrative		15,653			8,237			30,243
Consulting Fees		1,100			-			11,100
Consulting fees		-			1,100			11,100
Consulting Fees - Stock Based		-			-			22,500
Consulting fees - stock based		-			-			22,500
Consulting Fees - Related Party		-			-			5,000
Consulting fees - related party		-			-			5,000
Legal and Professional Fees		23,938			12,261			42,180
Legal and professional fees		60,100			23,938			102,280
Total Expenses		33,275			16,160			95,370
Total expenses		75,753			33,275			171,123
(Loss) Before Provision for Income Taxes		(24,775	)		(6,160	)		(46,870	)
Net operating loss		(70,753	)		(24,775	)		(117,623	)
Provision for Income Taxes		-			-			-
Other income:
Net (Loss)	$	(24,775	)	$	(6,160	)	$	(46,870	)
Forgiveness of debt		1,929			-			1,929
Basic and Diluted
Total other income		1,929			-			1,929
Earnings (Loss) per Share	$	(0.01	)	$	(0.00	)
Net loss	$	(68,824	)	$	(24,775	)	$	(115,694	)
Weighted Average
Weighted average number of common shares		31,500,000			31,500,000
Number of Shares		3,150,000			3,150,000
outstanding - basic
Net loss per share - basic	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these statements.

F-3

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity
STATEMENT OF STOCKHOLDERS' DEFICIT
																		(Deficit)
								Deficit
								Accumulated										~~Accumulated~~
				Common Stock							Additional							During				Total
				Additional				During		Total
	Price per										Paid-in			Subscriptions				Development				Stockholders'
	Common Shares			Paid-In		Subscriptions		Development		Stockholders'
	Share			Shares			Amount				Capital			Receivable				Stage				Equity
	Shares		Amount	Capital		Receivable		Stage		Deficit
March 2001
Shares issued for services		0.01			1,250,000			$	1,250			$	11,250		$	-			$	-			$	12,500
Issuance of common stock for services	12,500,000		$ 12,500	$ -		$ -		$ -		$ 12,500
April 2001
Shares issued for services		0.01			1,000,000				1,000				9,000											10,000
Issuance of common stock for services	10,000,000		10,000	-		-		-		10,000
August to December 2001
August - December 2001
Shares issued for cash
Issuance of common stock for cash	9,000,000		9,000	-		(1,500)		-		7,500
and subscriptions receivable		0.01			900,000				900				8,100			(1,500	)							7,500
Net loss	-		-	-		-		(23,048)		(23,048)
Net (loss)
Balance, December 31, 2001	31,500,000		31,500	-		(1,500)		(23,048)		6,952
March 2, 2001
(Inception) to
December 31, 2001																				(23,048	)			(23,048	)
Balance, December 31, 2001					3,150,000				3,150				28,350			(1,500	)			(23,048	)			6,952

F-4

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity -Continued-
STATEMENT OF STOCKHOLDERS' DEFICIT
										(Deficit)
January 2002
										Accumulated
Cash received for subscriptions receivable		-	-		-		500		-	500
		Common Stock				Additional				During	Total
February 2002
	Price per					Paid-in		Subscriptions		Development	Stockholders'
Cash received for subscriptions receivable		-	-		-		1,000		-	1,000
	Share	Shares	Amount			Capital		Receivable		Stage	Equity
Net loss		-	-		-		-		(2,309)	(2,309)
January 2002
Balance, December 31, 2002		31,500,000	31,500		-		-		(25,357)	6,143
Cash received for
Net loss		-	-		-		-		(4,318)	(4,318)
subscriptions receivable									500		500
Balance, December 31, 2003		31,500,000	31,500		-		-		(29,675)	1,825
February 2002
Net loss		-	-		-		-		(320)	(320)
Cash received for
Balance, December 31, 2004		31,500,000	31,500		-		-		(29,995)	1,505
subscriptions receivable									1,000		1,000
Net loss		-	-		-		-		(320)	(320)
Net (loss)
Balance, December 31, 2005		31,500,000	31,500		-		-		(30,315)	1,185
For the year ended
December 31, 2002										(2,309)	(2,309)
Balance, December 31, 2002		3,150,000		3,150		28,350			-	(25,357)	6,143
Net (loss)
For the year ended
December 31, 2003										(4,318)	(4,318)

F-5

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity -Continued-
STATEMENT OF STOCKHOLDERS' DEFICIT
										(Deficit)
Net loss		-	-		-		-		14,380	14,380
										Accumulated
Balance, December 31, 2006		31,500,000	31,500		-		-		(15,935)	15,565
		Common Stock				Additional				During	Total
Net loss		-	-		-		-		(6,160)	(6,160)
	Price per					Paid-in		Subscriptions		Development	Stockholders'
Balance, December 31, 2007		31,500,000	31,500		-		-		(22,095)	9,405
	Share	Shares	Amount			Capital		Receivable		Stage	Equity
Net loss		-	-		-		-		(24,775)	(24,775)
Balance, December 31, 2003		3,150,000		3,150		28,350			-	(29,675)	1,825
Balance, December 31, 2008		31,500,000	31,500		-		-		(46,870)	(15,370)
Net (loss)
August 2009
For the year ended
Forgiveness of debt from a related party		-	-		70,993		-		-	70,993
December 31, 2004										(320)	(320)
Net loss		-	-		-		-		(68,824)	(68,824)
Balance, December 31, 2004		3,150,000		3,150		28,350			-	(29,995)	1,505
Balance, December 31, 2009		31,500,000	$ 31,500		$ 70,993		$ -		$ (115,694)	$ (13,201)
Net (loss)
For the year ended
December 31, 2005										(320)	(320)
Balance, December 31, 2005		3,150,000		3,150		28,350			-	(30,315)	1,185
Net income
For the year ended
December 31, 2006										14,380	14,380
Balance, December 31, 2006		3,150,000		3,150		28,350			-	(15,935)	15,565

The accompanying notes are an integral part of these statements.

F-6

Madison Management, Inc.
E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity -Continued-
STATEMENT OF CASH FLOWS
												(Deficit)
										Inception
												Accumulated
										(March 2, 2001)
		Common Stock					Additional					During	Total
		For the years ended								to
	Price per						Paid-in		Subscriptions			Development	Stockholders'
		December 31,								December 31,
	Share	Shares		Amount			Capital		Receivable			Stage	Equity
		2009				2008				2009
Balance, December 31, 2003		3,150,000			3,150		28,350			-		(29,675)	1,825
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)
Net loss		$	(68,824	)		$	(24,775	)		$	(115,694	)
For the year ended
Adjustments to reconcile net loss
December 31, 2004												(320)	(320)
to net cash used in operating activities:
Balance, December 31, 2004		3,150,000			3,150		28,350			-		(29,995)	1,505
Shares issued for services			-				-				22,500
Net (loss)
Changes in operating assets and liabilities:
For the year ended
(Increase) in prepaid expenses			(1,250	)			-				(1,250	)
December 31, 2005												(320)	(320)
Increase (decrease) in accounts payable			(4,421	)			4,803				2,508
Balance, December 31, 2005		3,150,000			3,150		28,350			-		(30,315)	1,185
Net cash used in operating activities			(74,495	)			(19,972	)			(91,936	)
Net income
CASH FLOWS FROM INVESTING ACTIVITIES
For the year ended
Proceeds from repayment of notes receivable - related party			20,000				-				20,000
December 31, 2006												14,380	14,380
Payments for notes receivable - related party			(30,000	)			-				(30,000	)
Balance, December 31, 2006		3,150,000			3,150		28,350			-		(15,935)	15,565
Net cash provided by investing activities			(10,000	)			-				(10,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net of offering costs			-				-				9,000
Proceeds from donated capital			70,993				-				70,993
Proceeds from notes payable			49,000				-				49,000
Proceeds from notes payable - related party			-				15,000				15,000
Payments to notes payable - related party			(15,000	)			-				(15,000	)
Net cash provided by financing activities			104,993				15,000				128,993
NET CHANGE IN CASH			20,498				(4,972	)			27,057
CASH AT BEGINNING OF YEAR			6,559				11,531				-
CASH AT END OF YEAR		$	27,057			$	6,559			$	27,057
SUPPLEMENTAL INFORMATION:
Interest paid		$	-			$	-			$	-
Income taxes paid		$	-			$	-			$	-
Non-cash activities:
Number of shares issued for services			-				-				22,500,000

The accompanying notes are an integral part of these statements.

F-7

Madison Management, Inc.
(A Development Stage Company)
Statements of Cash Flows
							March 2, 2001
	For the Years Ended						(Inception) to
	December 31,						December 31,
	2008			2007			2008
Operating Activities
Net (Loss)	$	(24,775	)	$	(6,160	)	$	(46,870	)
Adjustments to Reconcile Net (Loss) to Net Cash (Used) in Operating Activities:
Shares Issued for Consulting Services		-			-			22,500
Change in Operating Assets and Liabilities:
Increase in Accounts Payable		4,803			2,126			6,929
Net Cash (Used) by Operating Activities		(19,972	)		(4,034	)		(17,441	)
Financing Activities
Proceeds from Notes Payable - Related Party		15,000			-			15,000
Proceeds from Sale of Common Stock		-			-			9,000
Cash Provided by Financing Activities		15,000			-			24,000
Net Increase (Decrease) in Cash		(4,972	)		(4,034	)		6,559
Cash, Beginning of Period		11,531			15,565			-
Cash, End of Period	$	6,559		$	11,531		$	6,559
Supplemental Information:
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-

E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)

~~The accompanying~~(A ~~notes~~DEVELOPMENT ~~are~~STAGE ~~an integral part of these statements.~~COMPANY)

~~F-8~~NOTES TO FINANCIAL STATEMENTS

~~Madison Management,~~NOTE ~~Inc.~~1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A Development Stage Company)

Notes to Financial Statements

Note 1 – Summary of significant accounting policies and procedures

Organization

The Company was ~~organized~~incorporated on March, 2, 2001 (Date of Inception) under the laws of the State of Nevada, as Madison Management, Inc. ~~The~~ ~~Company~~On ~~has~~December ~~minimal operations and~~11, ~~in accordance with SFAS #7~~2009, the Company isamended ~~considered~~its ~~a development~~articles ~~stage~~of ~~company. The~~incorporation ~~Company~~and ischanged ~~authorized~~its name to ~~issue 25,000,000~~E ~~shares~~& ofM ~~$0.001~~Group, ~~par value common stock~~Inc.

~~Business plan~~The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

~~Madison Management,~~Nature ~~Inc.’s primary business is to establish or reestablish solid management organizations for its clients. The Company provides placement~~ of ~~professional and competent personnel into key slots to create a strong, focused management and marketing group for the benefit of the client.~~operations

~~Use~~The Company’s primary business is to establish or reestablish solid management organizations for its clients. The Company provides placement of ~~estimates~~ professional and competent personnel into key slots to create a strong, focused management and marketing group for the benefit of the client.

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

~~The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.~~ For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. ~~There~~ ~~are~~The nocarrying ~~cash~~value ~~equivalents~~of these investments approximates fair value. As of December 31, ~~2008~~2009 and ~~2007~~ 2008, there are no cash equivalents.

~~Impairment~~Revenue ~~of long lived assets~~Recognition

Long lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. No such impairments have been identified by management at December 31, 2008 and 2007.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2008 and 2007. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and accounts payable because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

F-9

Madison Management, Inc.

(A Development Stage Company)

Notes to Financial Statements

Revenue recognition

The Company recognizes revenue when it is earned on the accrual basis of accounting in accordance with generally accepted accounting principles.

~~Concentrations~~Advertising Costs

~~In 2008~~Advertising ~~and~~costs ~~2007,~~are ~~one~~anticipated ~~customer~~to ~~accounted~~be ~~for~~expensed ~~100%~~as incurred; however there were no advertising costs included in general and ~~100%~~administrative ofexpenses ~~sales~~for years ended December 31, ~~respectively~~ 2009 and 2008.

~~Advertising costs~~Fair value of financial instruments

~~The Company~~Fair ~~expenses~~value ~~all~~estimates ~~costs~~discussed ofherein ~~advertising~~are asbased ~~incurred. There~~upon ~~were~~certain ~~no advertising~~market ~~costs~~assumptions ~~included~~and inpertinent ~~general~~information ~~and~~available ~~administrative~~to ~~expenses~~management as of December 31, 2009 and 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and ~~2007~~accounts payable. Fair values were assumed to approximate carrying values for cash, prepaid expenses and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

~~Dividends~~Stock-based compensation

The Company ~~has~~records ~~not~~stock ~~yet~~based ~~adopted~~compensation ~~any~~in ~~policy~~accordance ~~regarding~~with ~~payment~~the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of ~~dividends~~ its employee stock option awards. No This ~~dividends~~eliminates ~~have~~accounting ~~been~~for ~~paid~~share-based orcompensation ~~declared~~transactions ~~since~~using the intrinsic value and requires instead that such ~~inception~~transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

~~Segment reporting~~Earnings per share

The Company follows ~~Statement~~ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of ~~Financial~~shares ~~Accounting~~of ~~Standards~~common Nostock outstanding during the year. ~~130,~~Diluted earning per common share calculations are determined by dividing net ~~“Disclosures~~income ~~About~~by ~~Segments~~the weighted average number of ancommon ~~Enterprise~~shares and ~~Related Information~~dilutive common share equivalents outstanding.~~” The~~ ~~Company~~During ~~operates~~periods aswhen acommon ~~single~~stock ~~segment~~equivalents, ~~and~~if ~~will evaluate~~any, ~~additional~~are ~~segment~~anti-dilutive ~~disclosure~~they ~~requirements~~are asnot itconsidered ~~expands~~in ~~its operations~~the computation.

~~Reporting on the costs of start~~F-~~up activities~~8

~~Statement of~~E ~~Position~~& ~~98-5~~M ~~(SOP 98-5)~~GROUP, “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurredINC. ~~SOP~~ ~~98-5~~(FORMERLY ~~is effective~~MADISON ~~for fiscal years beginning after December 15~~MANAGEMENT, ~~1998~~INC. ~~With the adoption of SOP 98-5, there has been little or no effect on the Company’s financial statements.~~)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income taxes

The Company follows ~~Statement~~ASC ofTopic ~~Financial~~740 ~~Accounting Standard No. 109 (SFAS No. 109), “Accounting~~ for ~~Income Taxes,” for~~ recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

F-10

Madison Management, Inc.

(A Development Stage Company)

Notes to Financial Statements

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The ~~Financial~~ ~~Accounting~~Company ~~Standards~~applies ~~Board~~a ~~has~~more-likely-than-not ~~published~~recognition ~~FASB~~threshold ~~Interpretation No. 48~~for ~~(FIN~~all Notax uncertainties. ~~48),~~ASC ~~“Accounting~~Topic ~~for~~740 ~~Uncertainty~~only inallows ~~Income Taxes”, to address~~ the ~~non-comparability~~recognition inof ~~reporting~~those tax ~~assets~~benefits ~~and~~that ~~liabilities~~have ~~resulting from~~ a ~~lack~~greater ofthan ~~specific~~fifty ~~guidance~~percent inlikelihood ~~FASB Statement~~ of ~~Financial~~being ~~Accounting Standards~~sustained ~~No. 109~~upon ~~(SFAS~~examination ~~109),~~by ~~“Accounting for Income Taxes”, on~~ the ~~uncertainty~~ intaxing ~~income taxes recognized in an enterprise’s financial statements~~authorities. ~~Specifically,~~ ~~FIN~~As ~~No. 48 prescribes (a) a consistent recognition threshold and (b) a measurement attribute for the financial statement recognition and measurement~~ of aDecember ~~tax position taken or expected to be taken in a tax return~~31, ~~and~~2009 ~~provides related guidance on derecognition, classification, interest~~ and ~~penalties~~2008, ~~accounting~~the ~~interim~~Company ~~periods,~~reviewed ~~disclosure~~its ~~and~~tax ~~transition.~~positions ~~To the extent interest~~ and ~~penalties~~determined ~~would~~there bewere ~~assessed~~no ~~by taxing authorities on any underpayment of income taxes~~outstanding, ~~such~~or ~~amounts~~retroactive ~~would~~tax bepositions ~~accrued~~with ~~and~~less ~~classified as~~than a ~~component~~50% oflikelihood ~~income tax expenses on the consolidated statement~~ of ~~operations.~~ ~~FIN~~being ~~No. 48~~sustained ~~applies~~upon toexamination ~~fiscal~~by ~~years~~the ~~beginning~~taxing ~~after December 15~~authorities, ~~2006,~~therefore ~~with~~this ~~earlier~~standard ~~adoption permitted. The Company~~ has ~~evaluated~~ ~~the effects of FIN No. 48 and found its adoption to~~ not ~~have~~had a material ~~impact~~affect on the ~~financial statements~~Company.

~~Stock-based compensation~~The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The ~~Company~~ ~~adopted Statement of Financial Accounting Standards (SFAS) No. 123R (revised 2004), “Share-Based Payment,” requiring the~~ Company toclassifies ~~recognize expense~~ tax-related topenalties ~~the~~and ~~fair~~net ~~value~~interest ofas ~~its~~income ~~employee~~tax ~~stock option awards~~expense. ~~SFAS-123R~~ ~~eliminates~~As ~~accounting~~of ~~for~~December ~~share-based compensation transactions using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (APB-25)~~31, ~~“Accounting~~2009 ~~for~~and ~~Stock Issued to Employees”~~2008, ~~and requires~~no ~~instead~~income ~~that~~tax ~~such~~expense ~~transactions~~has bebeen ~~accounted for using a fair-value-based method~~incurred. ~~The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.~~

Use of estimates

Concentrations

In 2009 and 2008, one customer accounted for 100% and 100% of sales, respectively.

F-9

E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent pronouncements

~~SFAS~~Below ~~161~~is a listing of the most recent accounting standards and their effect on the Company.

In ~~March~~February ~~2008~~2010, the FASB ~~issued~~(Financial ~~SFAS No.~~Accounting ~~161,~~Standards ~~"Disclosures~~Board) ~~about~~issued ~~Derivative~~Accounting ~~Instruments~~Standards ~~and~~Update ~~Hedging~~2010-08 ~~Activities"~~(ASU 2010-08), ~~an amendment~~Technical ofCorrections ~~SFAS~~to ~~No.~~Various ~~133~~Topics. This ~~SFAS~~amendment ~~161~~eliminated ~~applies~~inconsistencies toand ~~all~~outdated ~~derivative~~provisions ~~instruments~~ and ~~non-derivative~~ ~~instruments~~provided ~~that~~the ~~are~~needed ~~designated~~clarifications ~~and~~to ~~qualify~~various astopics ~~hedging~~within Topic 815. The amendments ~~instruments~~are ~~pursuant~~effective tofor ~~paragraphs~~the 37first ~~and~~reporting 42period of(including ~~SFAS~~interim ~~133~~periods) ~~and~~beginning ~~related~~after ~~hedged items~~issuance ~~accounted~~(February ~~for~~2, ~~under~~2010), ~~SFAS~~except ~~133~~for certain amendments. The ~~SFAS~~amendments ~~161~~to ~~requires~~the ~~entities~~guidance toon ~~provide greater~~accounting ~~transparency~~for ~~through~~income ~~additional~~taxes ~~disclosures~~in ~~about~~reorganization ~~how~~(Subtopic ~~and~~852-740) ~~why~~should anbe ~~entity uses~~applied ~~derivative~~to ~~instruments,~~reorganizations ~~how~~for ~~derivative~~which ~~instruments~~the ~~and~~date ~~related~~of ~~hedged~~the ~~items are~~reorganization ~~accounted~~is ~~for~~on ~~under~~or ~~SFAS~~after ~~133~~the ~~and~~beginning ~~its~~of ~~related~~the ~~interpretations,~~first ~~and~~annual ~~how derivative~~reporting ~~instruments~~period ~~and~~beginning ~~related~~on ~~hedged~~or ~~items~~after ~~affect~~December an15, ~~entity's~~2008. For those reorganizations reflected in interim financial statements ~~position,~~issued ~~results~~before ofthe ~~operations,~~amendments ~~and~~in ~~cash~~this ~~flows.~~Update ~~SFAS~~are ~~161~~effective, retrospective application is ~~effective~~required. The asclarifications of the ~~beginning~~ ofguidance anon ~~entity's~~the ~~first~~embedded ~~fiscal~~derivates ~~year~~and ~~that~~hedging ~~begins~~(Subtopic 815-15) are effective for fiscal years beginning after ~~November~~December 15, ~~2008~~2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption. The Company does not expect the ~~adoption~~provisions of ~~SFAS~~ASU ~~161~~2010-08 ~~will~~to have a material ~~impact~~ effect on ~~its~~the financial ~~condition~~position, results of operations or ~~results~~cash flows of ~~operation~~the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958): Not-for-Profit Entities: Mergers and Acquisitions. This amendment to Topic 958 has occurred as a result of the issuance of FAS 164. The Company does not expect the provisions of ASU 2010-07 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements. This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic 718). This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical Corrections to SEC Paragraphs.

F-10

E & M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent pronouncements (continued)

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments. This is effective for annual reporting periods ending on or after December 31, 2009. However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginning after December 31, 2009. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

F-11

~~Madison Management~~E & M GROUP, ~~Inc~~INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A ~~Development~~ ~~Stage~~DEVELOPMENT ~~Company~~STAGE COMPANY)

~~Notes to~~NOTES ~~Financial~~TO ~~Statements~~FINANCIAL STATEMENTS

~~SFAS~~NOTE ~~162~~1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

InRecent ~~May~~pronouncements 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS 162 will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (~~GAAP~~continued) for nongovernmental entities. SFAS 162 will be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. The Company does not expect the adoption of SFAS 162 will have a material impact on its financial condition or results of operation.

~~SFAS~~In ~~163~~October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)

In ~~May~~October ~~2008~~2009, the FASB issued ~~SFAS No. 163, “~~Accounting ~~for~~Standards ~~Financial~~Update ~~Guarantee~~2009-14, ~~Insurance~~Software ~~Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default~~ (~~insured event~~Topic 985): ~~when~~Certain ~~there~~Revenue isArrangements ~~evidence~~That ~~that~~Include ~~credit~~Software ~~deterioration has occurred in an insured financial obligation~~Elements. This ~~Statement~~update ~~also~~changed ~~clarifies how Statement 60 applies to financial guarantee insurance contracts, including~~ the ~~recognition~~ ~~and~~accounting ~~measurement~~model ~~to be used to account~~ for ~~premium~~ revenue ~~and~~arrangements ~~claim liabilities.~~that ~~Those~~include ~~clarifications~~both ~~will~~tangible ~~increase~~products ~~comparability~~and insoftware ~~financial reporting of financial guarantee insurance contracts by insurance enterprises~~elements. Effective ~~This~~prospectively ~~Statement~~for ~~requires~~revenue ~~expanded~~arrangements ~~disclosures~~entered ~~about~~into ~~financial~~or ~~guarantee~~materially ~~insurance contracts.~~modified ~~The~~in ~~accounting~~fiscal ~~and~~years ~~disclosure~~beginning ~~requirements~~on ofor ~~the~~after ~~Statement~~June ~~will improve~~15, ~~the quality of information provided to users of financial statements~~2010. ~~SFAS~~Early ~~163~~adoption ~~will~~is ~~be effective for financial statements issued for fiscal years beginning after December 15, 2008~~permitted. The Company does not expect the ~~adoption~~provisions of ~~SFAS~~ASU ~~163~~2009-14 ~~will~~to have a material ~~impact~~effect on ~~its~~ the financial ~~condition~~position, results of operations or ~~results~~cash flows of ~~operation~~the Company.

~~FSP~~In ~~FAS~~October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit ~~142~~and will be separated in more circumstances under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-313 to have a material effect on the financial position, results of operations or cash flows of the Company.

In ~~April~~September ~~2008~~2009, the FASB issued ~~Staff Position~~Accounting ~~FAS~~Standards ~~142~~Update 2009-312, ~~“Determination~~Fair ofValue ~~the~~Measurements ~~Useful~~and ~~Life~~Disclosures ~~of Intangible Assets”~~ (~~“FSP~~Topic ~~FAS 142-3”~~820): ~~which~~Investments ~~amends the factors an entity should consider~~ in ~~developing~~Certain ~~renewal~~Entities orThat ~~extension~~Calculate ~~assumptions~~Net ~~used~~Asset toValue ~~determine the~~per ~~useful~~Share ~~life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible Assets”~~ (~~“FAS~~or ~~No.~~Its ~~142”~~Equivalent). ~~FSP~~ This ~~FAS~~update ~~142-3~~provides ~~applies~~amendments to ~~intangible~~Topic ~~assets that~~820 ~~are~~for ~~acquired~~the ~~individually~~fair orvalue ~~with~~measurement ~~a group~~ of ~~assets~~investments ~~and~~in ~~intangible~~certain ~~assets~~entities ~~acquired~~that incalculate ~~both~~net ~~business combinations and~~ asset ~~acquisitions. It~~value ~~removes a~~per ~~provision~~share ~~under~~(or ~~FAS~~its Noequivalent). It ~~142,~~is ~~requiring~~effective anfor ~~entity~~interim toand ~~consider~~annual ~~whether~~periods ~~a contractual~~ending ~~renewal~~after orDecember ~~extension~~15, ~~clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset~~2009. ~~Instead,~~ Early ~~FSP~~application ~~FAS~~is ~~142-3~~permitted ~~requires that an entity consider its own experience~~ in ~~renewing~~financial ~~similar~~statements ~~arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective~~ for ~~year~~earlier ~~ends~~interim ~~beginning after~~and ~~December~~annual ~~15,~~periods ~~2008~~that ~~with~~have ~~early~~not ~~adoption~~been ~~prohibited~~issued. The Company does not expect the ~~adoption~~provisions of ~~FSP~~ASU ~~FAS 142~~2009-312 ~~will~~to have a material ~~impact~~effect on ~~its~~ the financial ~~condition~~position, results of operations or ~~results~~cash flows of ~~operation~~the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-12

~~Madison Management~~E & M GROUP, ~~Inc~~INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A ~~Development~~ ~~Stage~~DEVELOPMENT ~~Company~~STAGE COMPANY)

~~Notes to~~NOTES ~~Financial~~TO ~~Statements~~FINANCIAL STATEMENTS

~~EITF 03-6-~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

InRecent ~~June 2008,~~pronouncements ~~the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”~~ (~~“FSP EITF 03-6-1”~~continued). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. The Company does not expect the adoption of EITF 03-6-1 will have a material impact on its financial condition or results of operation.

~~Earnings~~In ~~and~~June 2009, the FASB issued SFAS No. 167 (~~loss~~ASC Topic 810), ~~per~~“Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation ~~share~~No. 46(R). SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~Net earning~~In ~~and~~June ~~(loss)~~2009, ~~per~~the ~~share~~FASB isissued ~~provided~~SFAS inNo. ~~accordance~~166, ~~with~~(ASC ~~Statement~~Topic 860) “Accounting for Transfers of Financial ~~Accounting~~Assets—an ~~Standards~~amendment of FASB Statement No. ~~128~~140” (“SFAS ~~#128~~166”). ~~“Earnings~~The ~~Per Share”. Basic~~provisions ~~(loss)~~of ~~per~~SFAS ~~share~~166, isin ~~computed~~part, byamend ~~dividing~~the ~~(losses) available~~derecognition toguidance ~~common~~in ~~stockholders~~FASB byStatement ~~the~~No. ~~weighted~~140, ~~average~~eliminate ~~number~~the ofexemption ~~common~~from ~~shares~~consolidation for qualifying ~~outstanding~~special-purpose ~~during~~entities ~~the~~and ~~period~~require additional disclosures. ~~Diluted~~ ~~EPS~~SFAS 166 is ~~computed~~effective byfor ~~adding~~financial ~~to the~~asset ~~weighted~~transfers ~~average~~occurring ~~shares~~after the ~~dilutive~~beginning ~~effect~~of ifan ~~stock~~entity’s ~~options~~first ~~and~~fiscal ~~warrants were~~year ~~exercised~~that ~~into~~begins ~~common~~after ~~stock~~November 15, 2009. AsThe Company does not expect the provisions of ~~December~~SFAS ~~31,~~166 ~~2008~~to ~~and~~have ~~2007,~~a material effect on the ~~Company had~~financial noposition, ~~dilutive~~results ~~common~~of ~~stock~~operations ~~equivalents,~~or ~~such~~cash asflows ~~stock~~of ~~options~~the ~~or warrants~~Company.

~~Year~~NOTE ~~end~~2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has generated minimal revenues from operations. Since its inception, the Company has ~~adopted~~been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 2, 2001) through the period ended December 31, as2009 ~~its~~of ~~fiscal~~($115,377). ~~year~~In ~~end~~addition, the Company’s development activities since inception have been financially sustained through equity and debt financing.

~~Note 2~~The –ability ~~Going~~of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock, debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~The Company's~~NOTE ~~financial~~3 ~~statements~~– ~~are~~NOTES ~~prepared~~RECEIVABLE ~~using~~– ~~the~~RELATED generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has not generated significant revenues. As shown on the accompanying financial statements, the Company has incurred a net loss of $46,870 for the period from March 2, 2001 (inception) to December 31, 2008. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.PARTY

~~The future~~Notes receivable consists of the ~~Company~~following isat ~~dependent~~December ~~upon~~31, ~~its~~2009 ~~ability to obtain financing~~ and ~~upon future profitable operations from the development of its business opportunities.~~2008:

	December 31, 2009	December 31, 2008
Note receivable to an entity owned and controlled by officers and directors of the Company, unsecured, 0% interest, due upon demand but cannot be demanded before November 2010	$ 10,000	$ -

	$ 10,000	$ -

Interest income for the years ended December 31, 2009 and December 31, 2008 was $0 and $0, respectively.

F-13

~~Madison Management~~E & M GROUP, ~~Inc~~INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A ~~Development~~ ~~Stage~~DEVELOPMENT ~~Company~~STAGE COMPANY)

~~Notes to~~NOTES ~~Financial~~TO ~~Statements~~FINANCIAL STATEMENTS

~~In order~~NOTE to4 ~~obtain~~– ~~the~~NOTES ~~necessary~~PAYABLE ~~capital,~~– ~~the~~RELATED Company will seek equity and/or debt financing. If the financing does not provide sufficient capital, shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. Without sufficient financing, it is unlikely for the Company to continue as a going concern.PARTY

~~Note 3 –~~ Notes payable –consists ~~related~~of ~~party~~the following at December 31, 2009 and 2008:

In October 2008, E Venture Resources, Inc. (EVR, Inc.), loaned $15,000 to the Company. The loan bears no interest and is due upon demand. EVR, Inc. is an entity that is owned and controlled by an officer of the Company.

	December 31, 2009	December 31, 2008
Note payable to an entity owned by a former officer and director, unsecured, 0% interest, due upon demand	$ -	$ 15,000

Note payable to an entity owned and controlled by officers and directors of the Company, unsecured, 0% interest, due upon demand but cannot be demanded before December 2020	49,000	-

	$ 49,000	$ 15,000

~~Note 4~~Interest –expense ~~Income~~for ~~taxes~~the years ended December 31, 2009 and December 31, 2008 was $0 and $0, respectively.

~~At December~~NOTE ~~31,~~5 ~~2008~~– ~~and~~INCOME ~~2007, the Company had a federal operating loss carryforward of $46,870 and $22,095, which begins to expire in 2021.~~TAXES

~~The provision~~At ~~for~~December ~~income~~31, ~~taxes~~2009 ~~consisted~~and of2008, the ~~following~~Company ~~components~~had ~~for~~federal ~~the~~operating ~~years ended~~loss ~~December~~carryforwards 31of $115,377 ~~2008~~ and ~~2007:~~$46,870, respectively, which begins to expire in 2021.

	2008		2007
Current:
Federal	$	-	$	-
State		-		-
Deferred		-		-
	$	-	$	-

The provision for income taxes consisted of the following components for the years ended December 31, 2009 and 2008:

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2008 and 2007:

	2009	2008
Current:
Federal	$ -	$ -
State	-	-
Deferred	-	-
	$ -	$ -

	2008			2007
Deferred tax assets:
Net operating loss carryforward	$	16,405		$	7,733
Total deferred tax assets		16,405			7,733
Less: Valuation allowance		(16,405	)		(7,733	)
Net deferred tax assets	$	-		$	-

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2009 and 2008:

The valuation allowance for deferred tax assets as of December 31, 2008 and 2007 was $16,405 and $7,733, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2008 and 2007 and maintained a full valuation allowance.

	2009	2008
Deferred tax assets:
Net operating loss carryforward	$ 40,382	$ 16,405
Total deferred tax assets	40,382	16,405
Less: Valuation allowance	(40,382)	(16,405)
Net deferred tax assets	$ -	$ -

The valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was $40,382 and $16,405, respectively, which will begin to expire 2021. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2009 and 2008 and maintained a full valuation allowance.

F-14

~~Madison Management~~E & M GROUP, ~~Inc~~INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A ~~Development~~ ~~Stage~~DEVELOPMENT ~~Company~~STAGE COMPANY)

~~Notes to~~NOTES ~~Financial~~TO ~~Statements~~FINANCIAL STATEMENTS

~~Reconciliation between~~NOTE ~~the~~5 ~~statutory~~– ~~rate~~INCOME ~~and~~TAXES ~~the effective tax rate is as follows at December 31, 2008 and 2007:~~(CONTINUED)

	2008			2007
Federal statutory rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		(0.00	)%		(0.00	)%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2009 and 2008:

Note 5 – Stockholders’ equity

	2009	2008
Federal statutory rate	(35.0)%	(35.0)%
State taxes, net of federal benefit	(0.00)%	(0.00)%
Change in valuation allowance	35.0%	35.0%
Effective tax rate	0.0%	0.0%

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 25,000,000 shares of its $0.001 par value common stock. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights and are entitled to share ratably in dividends, if any. In the event of a liquidation, dissolution or winding up of our Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

On ~~March~~December 511, ~~2001~~2009, the Company ~~issued 1,250,000~~amended ~~shares of~~ its ~~par~~articles ~~value~~of ~~common~~incorporation ~~stock~~and toincreased its ~~founders,~~authorized ~~officers~~capital ~~and directors~~to ~~for~~100,000,000 ~~services~~shares ~~rendered~~of toit ~~the~~$0.001 ~~Company~~par ~~valued~~value atcommon ~~$12,500~~stock.

On ~~April~~ 5March 2, ~~2001~~2010, the Company ~~issued~~effected a 10-for-1~~,000,000~~ ~~shares~~forward stock split of its $0.001 par value common stock ~~to various consultants for services rendered to the company valued at $10,000~~.

~~On November~~All ~~30,~~share ~~2001,~~and ~~the~~per ~~Company~~share ~~received~~amounts ~~subscriptions~~have ~~for~~been ~~900,000~~retroactively restated ~~shares~~to ~~of stock~~reflect ~~for~~the ~~cash~~splits ofdiscussed ~~$7,500 and subscriptions receivable of $1,500~~below.

On March 5, 2001, the Company issued 12,500,000 shares of its par value common stock to its founders, officers and directors for services rendered to the Company valued at $12,500.

On April 5, 2001, the Company issued 10,000,000 shares of its par value common stock to various consultants for services rendered to the company valued at $10,000.

During August – December 2001, the Company received subscriptions for 900,000 shares of stock for cash of $7,500 and subscriptions receivable of $1,500.

In January 2002, the Company received cash of $500 and reduced the balance of subscriptions receivable.

In February 2002, the Company received cash of $1,000 and reduced the remaining balance of subscriptions receivable.

~~As of~~In ~~December~~August 312009, ~~2008~~E ~~and~~Venture ~~2007~~Resources, ~~there~~Inc. ~~have~~forgave ~~been~~$70,993 noof ~~other~~debt ~~issuances~~which was recorded as donated capital. EVR, Inc. is an entity that is owned and controlled by a former officer of ~~common stock~~the Company.

As of December 31, 2009, there have been no other issuances of common stock.

F-15

~~Madison Management~~E & M GROUP, ~~Inc~~INC. (FORMERLY MADISON MANAGEMENT, INC.)

(A ~~Development~~ ~~Stage~~DEVELOPMENT ~~Company~~STAGE COMPANY)

~~Notes to~~NOTES ~~Financial~~TO ~~Statements~~FINANCIAL STATEMENTS

~~Note 6~~NOTE 7 – ~~Warrants~~WARRANTS ~~and~~AND ~~options~~OPTIONS

As of December 31, ~~2008 and 2007~~2009, there were no warrants or options outstanding to acquire any additional shares of common stock.

~~Note 7~~NOTE 8 – ~~Related~~RELATED ~~party~~PARTY ~~transactions~~TRANSACTIONS

The Company ~~does~~had ~~have~~ a month-to-month lease at $250 per month to lease office space from ana former officer, director and shareholder of the Company. During the years ended December 31, 2009 and 2008, the Company had rent expense of $1,750 and $0, respectively. In September 2009, the Company ceased leasing office space. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

~~The officers~~NOTE ~~and~~9 ~~directors~~– ~~are~~SUBSEQUENT involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.EVENTS

~~In October~~The ~~2008, EVR, Inc., loaned $15,000 to the~~ Company~~. The~~ ~~loan bears~~has noevaluated ~~interest~~subsequent ~~and~~events isthrough ~~due~~March ~~upon~~30, ~~demand. EVR~~2010, ~~Inc.~~the isdate anwhich ~~entity~~the ~~that is~~financial ~~owned~~statements ~~and~~were ~~controlled~~available byto anbe ~~officer of the Company~~issued.

~~During the~~On ~~year~~January ~~ended December 31~~12, ~~2008~~2010, the Company ~~had~~executed ~~revenue~~a ~~from~~sublease ~~New~~agreement ~~Day Financial~~with ENSAP International, Inc., an(“ENSAP”). The ~~entity~~term ~~that~~is ~~has~~for ~~two~~three ~~directors~~years ~~that~~commencing ~~are~~January ~~also~~12, ~~officers~~2010 and ~~directors~~ ofending ~~the~~on ~~Company. The~~January ~~revenue~~12, ~~derived~~2013 ~~from~~with ~~New~~a ~~Day~~monthly ~~Financial~~rent of $2, ~~Inc~~500. ENSAP ~~accounted~~is ~~for~~a ~~100%~~related party and is an entity that is owned and controlled by the officers and directors of the ~~revenue~~Company ~~for~~and ~~2008~~their immediate family members.

Note 8 – Subsequent events

During the two months ended February 28, 2009, EVR, Inc., loaned a total of $24,000 to the Company. The loan bears no interest and is due upon demand. EVR, Inc. is an entity that is owned and controlled by an officer of the Company. As of February 28, 2009, the total amount owed to EVR, Inc. was $39,000.

F-16

Filing Compare · E & M Group, Inc.