UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2011

Commission File Number 333-146344

MADISON AVE. MEDIA, INC.

(Exact name of registrant as specified in its charter)

KAHZAM, INC.

(Former Name of Registrant)

Delaware

(State or other jurisdiction of incorporation or

1515 South Federal Highway, Suite 100

Boca Raton, FL 33432

(Address of principal executive offices, including zip code)

Telephone (561) 549-3131

(telephone number, including area code)

James Lindsey

1515 South Federal Highway, Suite 100

Boca Raton, FL 33432

(561) 549-3131

(Name, address and telephone number of agent for service)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 74,996,502 shares as of April 12, 2011

MADISON AVE. MEDIA, INC.

FORM 10-Q

TABLE OF CONTENTS

	Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	2

Condensed Consolidated Balance Sheets as of Feb. 28, 2011 (unaudited) and August 31, 2010	2

Condensed Consolidated Statements of Operations for the Three and Six Months Ended Feb. 28, 2011 and 2010	3

Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended Feb. 28, 2011 and 2010	4

Notes to Condensed Consolidated Financial Statements	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	21

Item 4. Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	22

Item 1A. Risk Factors	22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3. Defaults Upon Senior Securities	24

Item 4. (Removed and Reserved)	24

Item 5. Other Information	24

Item 6. Exhibits	24

Signature	25

EX-31.1
EX-31.2
EX-32.1
EX-32.2

ITEM 1. FINANCIAL STATEMENTS

The unaudited quarterly financial statements for the period ended February 28, 2011, prepared by the company, immediately follow.

MADISON AVE. MEDIA. INC
(A Development Stage Company)
CONDENSED BALANCE SHEETS

	(Unaudited)
	As of			As of
	February 28,			August 31,
	2011			2010
ASSETS
Current assets:
Cash	$	107,102		$	12,804
Accounts receivable, net		31,111			9,684
Due from related parties		26,061			-
Total current assets		164,274			22,488

Property and equipment, net		28,605			122,343

Other assets, net		37,534			8,024

Intangible asset, net		293,216			389,400

TOTAL ASSETS	$	523,629		$	542,255

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	170,063		$	351,676
Payroll liabilities		107,020			435,268
Due to related parties		306,635			197,672
Total current liabilities		583,718			984,616

Convertible notes payable		586,839			-

Total liabilities		1,170,557			984,616

Stockholders' Equity (Deficiency):
Common stock, par value $0.0001 per share; 150,000,000 shares
authorized: and 73,746,502 shares and 59,061,502 issued and
outstanding as of February 28, 2011 and August 31, 2010		7,374			5,906

Additional paid-in capital		1,644,216			1,116,368

Deficit accumulated during the development stage		(2,298,519	)		(1,564,636	)
		(646,928	)		(442,362	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	523,629		$	542,254

The accompanying notes are an integral part of these financial statements.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
																July 23, 2007
	Three months			Three months			Six months			Six months						(inception)
	ended			ended			ended			ended			Year Ended			through
	February 28,			February 28,			February 28,			February 28,			August 31,			February 28,
	2011			2010			2011			2010			2010			2011

REVENUES	$	11,347		$	28		$	65,669		$	257		$	205,853		$	271,522
Cost of Revenues		5,801						39,363			-			104,604			143,967
Gross Profit		5,546			28			26,306			257			101,249			127,555

EXPENSES:
Selling, general and administrative		506,505			162,653			737,972			276,078			1,195,326			2,369,109
Depreciation and amortization		9,303			4,617			22,216			4,617			32,237			56,963

Total expenses		515,808			167,270			760,188			280,695			1,227,563			2,426,072

Loss from operations		(510,263	)		(167,242	)		(733,883	)		(280,438	)		(1,126,314	)		(2,298,518	)

NET (LOSS)	$	(510,263	)	$	(167,242	)	$	(733,883	)	$	(280,438	)	$	(1,126,314	)	$	(2,298,518	)

BASIC EARNINGS (LOSS) PER SHARE	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.05	)	$	(0.33	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		78,139,835			5,492,952			78,139,835			5,492,952			3,384,931			78,139,835

The accompanying notes are an integral part of these financial statements.

Madison Ave. Media, Inc.
Statements of Shareholders Equity
(A Development Stage Company)
From July 23, 2007 (inception) to February 28, 2011

										Deficit
										Accumulated
				Common			Additional			During
	Common			Stock			Paid-in			Development
	Stock			Amount			Capital			Stages			Total

Beginning balance, July 23, 2007				$	-		$	-		$	-		$	-

Stock issued to founder on August 13, 2007		1,500,000			150			14,850						15,000

Net loss, year ended August 31, 2007											(9,027	)		(9,027	)

BALANCE AUGUST 31, 2007		1,500,000			150			14,850			(9,027	)		5,973

Stock issued for cash on December 31, 2007
@ $0.025 per share		1,000,000			100			24,900						25,000

Net loss, year ended August 31, 2008											(18,819	)		(18,819	)

BALANCE AUGUST 31, 2008		2,500,000			250			39,750			(27,846	)		12,154

Stock issued for cash on May 12, 2009
@ $0.025 per share		4,000,000			400			39,400						39,800

		13,000,000			1300			(1,300	)

Net loss, year ended August 31, 2009											(410,476	)		(410,476	)

BALANCE AUGUST 31, 2009		19,500,000			1950			77,850			(438,322	)		(358,522	)

Stocks issued for cash September 1, 2009		125,000			13			124,987						125,000
@ $0.14026 per share		2,905,002			290			299,710						300,000

Share exchange on January 15, 2010 to the
shareholders of TeCoup.com, LLC @.$001 per share		2,000,000			200			74,877						75,077

Stocks issued to Board Members on January 20,
2010 for services @ $0.02195 per share		734,000			73			16,112						16,185

Stocks issued to Cracker Jack on March 1, 2010
for services @ $0.2195 per share		250,000			25			6,274						6,299

Stocks issued to Robert Mirabito on March 1, 2010
for services @ $0.02195 per share		100,000			10			2,185						2,195

Stock issued for cash March 17, 2010
@ $1.00 per share		42,000			4			41,996						42,000

Stocks issued to Group Molinari on May 31, 2010
to aquire 100% of the capital stock of Promark
Data and Media LLC @0.0125 per share		33,000,000			3,300			409,200						412,500

Stocks issued to various people on July 28, 2010 for
services @ 0.02195 per share		350,000			35			7,683						7,718

Stocks issued for cash August 27, 2010
@ $1.00 per share		55,500			6			55,494						55,500

Net Loss, year ended August 31, 2010											(1,126,314	)		(1,126,314	)

BALANCE AUGUST 31, 2010		59,061,502			5,906			1,116,368			(1,564,636	)		(442,362	)

Stocks issued to various people on September 1, 2010
for services @ 0.02195 per share		1,450,000			145			318,130						318,275

Stocks issued for cash August 27, 2010
@ $1.00 per share now cancelled		(55,500	)		(6	)		(55,494	)					(55,500	)

Stocks issued to Cracker Jack on October 23, 2010
for services @ $0.2195 per share		(250,000	)		(25	)		(6,274	)					(6,299	)

Stocks issued to various people on October 23, 2010
for services @ 0.02195 per share		200,000			20			4,370						4,390

Stocks issued to various people on November 1, 2010
for services @ 0.02195 per share		140,500			14			3,070						3,084

Stocks issued to various people on November 3, 2010
for services @ $0.02195 per share		150,000			15			3,278						3,293

Stocks issued to Sean McGar on November 5, 2010
for services @ $0.02195 per share		350,000			35			7,648						7,683

Stocks issued to Group Molinari on October 31,
2010 to aquire certain assets of Financial Network
Media, LLC		25,000,000			2,500			312,500						315,000

Net Loss, period ended November 30, 2010											(223,620	)		(223,620	)

BALANCE NOVEMBER 30, 2010		86,046,502			8,604			1,703,596			(1,788,256	)		(350,982	)

Stocks issued for cash February 14, 2011
@ $0.02 per share		12,500,000			1,250			248,750						250,000

Stocks returned by Group Molinari on February 23,
2011 and the agreement to aquire certain assets
of Financial Network Media, LLC cancelled		(25,000,000	)		(2,500	)		(312,500	)					(315,000	)

Stocks issued to Sean McGar on February 23, 2011														-
for services @ $0.02195 per share		200,000			20			4,370						4,390

Net Loss, period ended February 28, 2011											(510,263	)		(223,620	)

		73,746,502		$	7,374		$	1,644,216		$	(2,298,519	)	$	(635,212	)

The accompanying notes are an integral part of these financial statements.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
																July 23, 2007
	Three months			Three months			Six months			Six months						(inception)
	ended			ended			ended			ended			Year Ended			through
	February 28,			February 28,			February 28,			February 28,			August 31,			February 28,
	2011			2010			2011			2010			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(510,263	)	$	(166,696	)	$	(733,883	)	$	(280,438	)	$	(1,126,314	)	$	(2,298,519	)
Adjustments to reconcile increase(decrease) in net
assets to cash provided by operating activities:
Depreciation		(12,690	)		9,769			223			9,992			32,237			35,213
Valuation adjustment of fixed assets		189,922			-			189,922						-			189,922
Changes in operating assets and liabilities:																	-
(Increase) in other current assets		(15,806	)		-			(21,427	)		-			-			(31,111	)
Increase in accounts payable		(354,661	)		148,599			(181,836	)		(115,289	)		57,860			169,840
(Increase) in other assets		(29,510	)		(180	)		(29,510	)		(180	)		(6,490	)		(37,534	)
Increase in payroll liabilities		(328,248	)		78,391			(328,248	)		119,435			391,691			107,020
Increase in amounts due to related parties		81,612			(89,880	)		82,902			(148,364	)		118,951			285,726
Net cash (used in) provided by operating activities		(979,644	)		(19,997	)		(1,021,857	)		(414,844	)		(532,065	)		(1,618,843	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(27,497	)		-			(27,497	)		(148,632	)		(162,485	)
Purchases of intangible property		330,730			30,699			-						(350,000	)		(350,000	)
Net (cash used) in investing activities		330,730			3,202			-			(27,497	)		(498,632	)		(512,485	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		1,468			(273	)		1,468			576			3,956			7,374
Additional paid in capital		(59,299	)		16,112			527,847			440,809			1,038,518			1,644,216
Convertible notes payable		586,839			-			586,839			-			-			586,839
Net cash used in provided by financing activities		529,008			15,839			1,116,155			441,385			1,042,474			2,238,430

(DECREASE) INCREASE IN CASH		(119,906	)		(956	)		94,298			(956	)		11,778			107,102

CASH - BEGINNING OF YEAR		12,804			1,026			12,804			1,026			1,026			-

CASH - END OF YEAR	$	(107,102	)	$	70		$	107,102		$	70		$	12,804		$	107,102

The accompanying notes are an integral part of these financial statements.

ITEM 1. FINANCIAL STATEMENTS

The unaudited quarterly financial statements for the period ended February 28, 2011, prepared by the company, immediately follow.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
	(Unaudited)
	As of		As of
	Feb. 28,		August 31,
	2011		2010
ASSETS

Current assets:
Cash		97181	$	12,804
Other current assets		45684		9,684
Accounts Receivable		58146
Total current assets		201011		22,488

Property and equipment, net		16242		122,343

Other assets, net		96465		8,024

Goodwill				39,400

Intangible asset, net		50000		350,000

TOTAL ASSETS		363718	$	542,254

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable		122705	$	351,676
Payroll liabilities		230441		435,268
Due to related parties		189400		197,672
Convertible Notes Payable		586839
Total current liabilities		1129355		984,616

Total liabilities		1129355		984,616

Stockholders' Equity (Deficiency):
Common stock, par value $0.0001 per share; 150,000,000 shares authorized: and 74,996,502 shares and 58,614,002 issued and outstanding as of Feb. 28, 2011 and August 31, 2010, respectively		7500		5,906

Additional paid-in capital				1,116,368

Deficit accumulated during the development stage				(1,564,636	)
Stockholders' Equity				(442,362	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		363718	$	542,254

See accompanying notes.




	Three Months		Three Months				Six Months
	Ended		Ended				Ended
	02/28/11		02/28/10				02/28/11


REVENUES	$	33,336.00	$	28.00	$	87,658.00
Cost of Revenues	$	30,097.00	$	0.00	$	62,659.00
Gross Profit	$	3,239.00	$	28.00	$	24,999.00

EXPENSES:
Selling, general and administrative	$	564,058.00	$	162,653.00		795,525.00
Depreciation and amortization	$	0.00	$	4,617.00	$	12,913.00

Total expenses	$	564,058.00	$	167,242.00	$	808,438.00

Loss from operations	$	-560,819.00	$	-167,242.00	$	-783,438.00

NET INCOME (LOSS)	$	-560,819.00		-167,242.00	$	-783,438.00

BASIC EARNINGS (LOSS) PER SHARE	$	-0.01	$	-0.03	$	-0.01

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		74,996,502		5,492,952		74966502





	Three Months			Three Months			Six Months
	Ended			Ended			Ended
	02/28/11			02/28/10			02/28/11
REVENUES		$	33,336.00		$	28.00	$87,658.00
Cost of Revenues		$	30,097.00		$	0.00	$62,659.00
Gross Profit		$	3,239.00		$	28.00	$24,999.00

EXPENSES:
Selling, general and administrative		$	564,058.00		$	162,653.00	$795,525.00
Depreciation and amortization		$	0.00		$	4,617.00	$12,913.00

Total expenses		$	564,058.00		$	167,242.00	$808,438.00

Loss from operations		$	-560,819.00		$	-167,242.00	-$783,438.00

NET INCOME (LOSS)		$	-560,819.00			-167,242.00	-$783,438.00

BASIC EARNINGS (LOSS) PER SHARE		$	-0.01		$	-0.03	-$0.01

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			74,996,502			5,492,952	74966502

Common stock, par value $0.0001 per share; 150,000,000





	Three Months			Three Months			Six Months
	Ended			Ended			Ended
	02/28/11			02/28/10			02/28/11
REVENUES		$	33,336.00		$	28.00	$87,658.00
Cost of Revenues		$	30,097.00		$	0.00	$62,659.00
Gross Profit		$	3,239.00		$	28.00	$24,999.00

EXPENSES:
Selling, general and administrative		$	564,058.00		$	162,653.00	$795,525.00
Depreciation and amortization		$	0.00		$	4,617.00	$12,913.00

Total expenses		$	564,058.00		$	167,242.00	$808,438.00

Loss from operations		$	-560,819.00		$	-167,242.00	-$783,438.00

NET INCOME (LOSS)		$	-560,819.00			-167,242.00	-$783,438.00

BASIC EARNINGS (LOSS) PER SHARE		$	-0.01		$	-0.03	-$0.01

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			74,996,502			5,492,952	74966502

See accompanying notes.

MADISON AVE. MEDIA, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

	Six months	Six months
	Ending	Ending
	02/28/11	02/28/10
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			-280438	)
Adjustments to reconcile increase(decrease) in net assets to cash provided by operating activities:

Depreciation			9992
Amortization
Changes in operating assets and liabilities:
(Increase) in other current assets				)
(Decrease)/increase in accounts payable			-115289
(Increase) in other assets			-180	)
(Increase) in goodwill			-200	)
Increase in payroll liabilities			119635
(Decrease)/increase in amounts due to related parties			-148364

Net cash (used in) operating activities			-414844	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			-27497
Purchases of intangible property				)

Net (cash used) in investing activities			-27497	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock			576
Additional paid in capital			440809

Net cash provided by financing activities			441385

(DECREASE) INCREASE IN CASH			-956

CASH - BEGINNING OF YEAR			1026

CASH - END OF YEAR			70

See accompanying notes.

MADISON AVE, MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS

Six Months Ended February 28, 2011

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operation. Madison Ave. Media, Inc. (formally Kahzam, Inc.) (the Company) was incorporated on July 23, 2007 as Centaurus Resources, Inc., under the laws of the State of Delaware, and established a fiscal year end of August 31. On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Kahzam, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three Shares of new Kahzam, Inc. Common Stock.

The Company is considered a development stage enterprise as defined in Financial Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting for Development Stage Companies". The Company has no revenue to date and there is no assurance the Company will achieve a profitable level of operations.

Use of Estimates. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Depreciation. Depreciation of property and equipment is recorded using the straight-line method over the estimated useful lines of the relative assets, which range as follows:

	Furniture & Fixtures	5-7 years
	Office Equipment	5-7 years
	Computer Software	5 years

The company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate.

Concentration of Credit Risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accrued expenses.

The Company's cash and cash equivalents are concentrated primarily in one bank in the United States. At times, such deposits could be in excess of insured limits. Management believes that the financial institution that holds the Company financial instrument is financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.

Earnings (Loss) Per Share. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. The Company has no potentially dilutive securities.

Evaluation of long-lived Assets. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” If the carrying value of the long-lived asset exceeds the estimated future undiscounted cash flows to be generated by such asset, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.

Income Taxes. In February 1992, the Financial Standards Board issued Statement of Financial Accounting Standard No.109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred assets and liabilities are recognized for the estimated future tax consequences between the financial statement carrying amounts of the existing assets and their respective basis.

Deferred assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. For the year ending August 31, 2010 and the quarter ended November 30, 2010 the effective rates were:

The differences between Federal income tax rates and the effective income tax rates are:

	August 31			02/28/11
	2010


Statutory federal income tax rate		34	%		34	%
Valuation allowance		(34	)		(34	)

Effective tax rate	0%			0%

The Company has a net operating loss carry forward as of February 28, 2011 of approximately $______________ which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forwards expires at various dates through 2030.

Fair Value of Financial Instruments. For financial instruments including cash and accrued expenses, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.

New Financial Accounting Standards. The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.	GOING CONCERN

As shown in the accompanying financial statements, the Company incurred a net loss for the year ending August 31, 2010 of $1,126,314, for the quarter ended February 28, 2011 of ($2,873,391), after accounting for charges for revaluation of the Company's data base assets. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support these operations. This raises substantial doubt about the Company's ability to continue as a going concern.

The Company is currently raising working capital to fund its operations via a private placement of common stock.

3.	BUSINESS ACQUISITION AND COMBINATION

The company completed the acquisition of Tecoup and Promark Data and Media Group during the second quarter of 2010, and the acquisition of certain assets in October, 2010. The acquisition has been accounted for using the purchase method pursuant to SFAS No. 141, “Business Combinations.” The assets purchased and the liabilities assumed for these acquisitions have been reflected in the accounting consolidated balance sheet as of February 28, 2011. Results of operations for the adjustments are included in the accompanying consolidated earnings for the three months ended February 28, 2011.

4.	FIXED ASSETS

Equipment are stated at cost and depreciated on the straight-line method over their estimated useful lives of five to seven years.

5.	INTANGIBLE ASSET

Intangible assets consist of the Customer List acquired in connection with the acquisition of Promark Data and Media LLC and the acquisition of a database from Financial Network Media. The Company evaluates the amortization period of intangible assets on an ongoing basis, in light of changes in business conditions and events or circumstances, which may indicate its potential impairment

6.	STOCKHOLDERS EQUITY AND CONVERTIBLE DEBT

The Company has authorized 150,000,000 shares of $ 0.0001 par value common stock, with 73,746,502 shares issued and outstanding as of February 28, 2011.

Details of common stock issued:

On August 13, 2007 the Company issued total of 1,500,000 shares of common stock to one Director for cash in the amount of $0.01 per share for a total of $15,000.

On December 31, 2007 the Company issued a total of 1,000,000 shares of common stock for cash in the amount $ 0.025 per share for a total of $25,000.

On May 12, 2009 the Company issued a total of 4,000,000 shares of common stock in exchange for 100% of the Common Stock of Kahzam, Inc. a Florida Corporation. The shares were valued at $ 0.01 per share for a total of $40,000.

On September 1, 2009 The company received $425,000, of which $125,000 shall be paid and satisfied at closing by certified bank draft or wire transfer equaling 125,000 Shares of fully-paid and non-assessable Common Stock of Kahzam, Inc. and the balance of $300,000 shall be paid by the conversion into 2,905,002 Shares of Common Stock and the cancellation of $300,000 in currently outstanding Demand Promissory Note and assigned accounts payables.

On January 15, 2010 the company completed a share exchanged agreement with TECOUP.COM LLC for 2,000,000 Shares.

On January 20, 2010 the company issued 734,000 Shares to various members of the Board of Directors.

On March 1, 2010 the Board of Directors issued 250,000 Shares of the Registrant’s Common Stock to Cracker Jack for services rendered and 100,000 Shares of the Registrant’s Common Stock to Robert Mirabito.

On March 17, 2010 42,000 Shares of Common Stock were issued @$1.00 per share for cash to various investors.

On May, 31, 2010, the Company issued 33,000,000 Shares of its Common Stock to acquire 100% of the Capital Stock of ProMark Data & Media Group, LLC. The controlling shareholder of ProMark Data & Media Group, LLC, Group Molinari LLC, is also a principal and controlling shareholder of the Company.

From July 28, 2010 to August 31, 2010, the Company issued 354,500 Shares of the Registrant’s Common Stock to various people for services rendered to the Registrant.

From September 1, 2010 to November 5, 2010, the Company issued 2,290,500 Shares of the Registrant’s Common Stock to various people for services rendered to the Registrant

On October 11, 2010, the Board of Directors of the Registrant authorized and approved the issuance of 100,000 Shares of Convertible Preferred Stock to be designated "Series A Convertible Preferred Stock" and which shall bear the rights, privileges and preferences as set forth in the Certificate of Designation to be filed with the Secretary of State of Delaware. On the same date, Group Molinari LLC, the controlling shareholder of the Registrant, agreed to exchange 49,000,000 Shares of Common Stock of the Registrant for 100,000 Shares of Series A Convertible Preferred Stock. On January 14, 2011, the Registrant and Group Molinari LLC mutually agreed to terminate the exchange agreement, and the Board of Directors of the Registrant rescinded its prior authorization for the designation of “Series A Convertible Preferred Stock”.

On February 14, 2011, the Registrant sold a total of 12,500,000 shares of common stock to a total of five private investors, at a purchase price of $.02 per share. The securities were issued to accredited investors in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D. The transaction did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid. Each securities certificate issued bears a legend providing, in substance, that the securities have been acquired for investment only and may not be sold, transferred or assigned in the absence of an effective registration statement or opinion of counsel that registration is not required under the Securities Act of 1933.

On February 23, 2011, the Board of Directors approved the mutual amendment of the Asset Purchase Agreement entered into on October 11, 2010 between the Registrant and Financial Network Media, Inc. As a result of this amendment, the 25 million shares of Common Stock issued pursuant to said Agreement have been returned to the Registrant and have been cancelled.

Details of Convertible Debt and Common Stock Purchase Warrants Issued:

On February 14, 2011, the Board of Directors approved the sale of up to $500,000 in a Senior Secured Convertible Note to a shareholder of the Registrant, with a maturity date of one year. The Note will bear a prepaid annual interest rate of 18%, and may be funded in tranches during the next ninety days. The Note will be convertible at any time prior to maturity into shares of common stock of the Registrant at a conversion price which will be the lesser of (i) $.10 per shares, or (ii) the purchase price per share of any equity sold by the Registrant prior to the maturity date. The Registrant has granted the Holder of this Note a first-lien security interest on all assets of the Registrant. In addition, the shareholder was issued 10,000,000 Class A Common Stock Purchase Warrants exercisable for five years at an exercise price of $.02 per Share.

As a result of these transactions as of February 28, 2011 the Company has 74,996,502 Shares of Common Stock issued and outstanding.

7.	COMMITMENTS AND CONTINGENCIES

The Company rents office space in Boca Raton, Florida under a month-to-month lease at a rental of $10,000.00 per month.

8.	RELATED PARTY TRANSACTIONS

The Company’s officers, directors and related companies have advanced funds to the company for working capital. These advances are unsecured, bear no interest and have no scheduled repayment.

9.	RECENT ACCOUNTING PRONOUNCEMENTS

In May 2007, the FASB issued FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 (“the FSP”), which provides guidance for determining whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Under the FSP, a tax position could be effectively settled on completion of examination by a taxing authority is the entity does not intend to appeal or litigate the result and it is remote that the taxing authority would examine or re-examine the tax position. The Company does not expect that this interpretation will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141, “ Business Combinations ,” which establishes how an acquiring company recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. ” SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB 51’s consolidation procedures for consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective for fiscal years beginning December 15, 2008. The Company does not expect that this interpretation will have a material impact on its financial statements.

10.	SUBSEQUENT EVENTS

On April 12, 2011, the shareholders of the Corporation approved the increase in the Corporation's capital stock to 300,000,000 shares of Common Stock, $.0001 par value, and increased the number of shares of Common Stock issuable pursuant to the Corporation's 2009 Incentive Stock Option Plan to 10,000,000 shares.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

CORPORATE OVERVIEW

Madison Ave. Media, Inc. was originally incorporated in January, 2008 as Centaurus Resources, Inc., a Delaware Corporation (“the Company”). On May 12, 2009, the Company acquired 100% of the issued and outstanding Common Stock of Madison Ave. Media, Inc., a Florida Corporation, in exchange for 4,000,000 Shares of the Company’s Common Stock. Following this acquisition, the Company completed a statutory merger, which became effective on May 31, 2009, and the name of the Company was changed to Kahzam, Inc. (a Delaware corporation). Simultaneously with the merger, each Share of issued and outstanding Common Stock of the Company was exchanged for three new Shares of the Company’s Common Stock.

On January 20, 2010, the Company acquired 100% of the capital stock of TeCOUP.com, LLC, a Tennessee Limited Liability Company, in exchange for 2,000,000 Shares of the Company’s Common Stock. Nashville-Based TeCOUP provides SMS Text Coupon Messaging through its patent-pending delivery services. This technology provides their clients access to the next-generation of advertising, text messaging directly to target markets’ cell phones.

On May 31, 2010, the Company acquired 100% of the issued and outstanding shares of ProMark Data & Media Group LLC from Group Molinari LLC in exchange for 33,000,000 Shares of Common Stock of the Company. ProMark is a full service online marketing firm specializing in permission based opt-in email data, Mobile SMS, email append as well as traditional postal data.

Effective June, 2010, the name of the Company was changed to Madison Ave. Media, Inc.

As a result of these transactions, as of February 28, 2011 the Company has 74,996,502 Shares of Common Stock issued and outstanding. The Company’s, Common Stock is currently publicly traded on the OTC Market (OTCQB) under the trading symbol KHZM.

The Company’s executive offices are located at 1515 South Federal Highway, Suite 100, Boca Raton, FL 33432. The telephone number is 561-549-3131, and the fax number is 561-393-8505. The Company’s principal website is www.MadisonAveMedia.com .

INTRODUCTION

Madison Ave. Media is an advanced digital media company that offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries. Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Our services address the complete digital media value chain, combining the best practices of traditional media support with the power of technology.

With the power of proprietary software wrapped in industry expertise, we provide highly measurable results to the universe of advertisers and marketers. We deliver enterprise business intelligence harvested from unstructured data across the digital landscape -- we help companies hear what their clients are saying about them in a highly actionable form. From there, we assemble deep understanding about our clients’ customers – their perceptions, wants and needs, and then we create uniquely targeted campaigns and media plans based on these analytic findings. These are public opinion sources that hold unstructured language, such as message boards, chatrooms, and blogs. Our business and statistical analysis converts millions of sound bytes into actionable and measurable strategies and plans – for our clients, which we then design, build and continuously measure. As such, we develop long term, deep client relationships - built on scalable intelligence implemented and expanded by category experts from the advertising and communications industries.

In the United States, businesses budget over $400B/year for marketing and communications. Most of this money is being spent on traditional media and campaigns, while the audience has shifted to a personalized, web and mobile consumption model. Madison Ave. Media delivers the power and technology to rapidly move the bulk of this spending to a personalized and measurable digital delivery system. We understand that clients do not simply buy technology, and that things like search engine optimization are now commodities. Our deliverable is personalized marketing intelligence, targeted campaigns built upon pinpoint knowledge, delivered where the audience consumes, and measured down to lift, ROI, market share and comparative positioning. Even deeper, our ability to assemble unstructured conversations into C level action plans, essentially gives our clients a reliable predictive modeling telescope. From that, we formulate strategies and tactics to deliver a sustainable competitive advantage. Madison Avenue has built and acquired software assets, a scalable technology backbone, a team of industry experts and business leaders, and actionable data on over 150M consumers and business’ with reach capabilities via web and mobile platforms.

Madison Ave. Media has proven technology and solutions, core assets, plus scalable and proprietary technology. The company is positioned with market ready answers in front of a reachable aggregate budget of over $400B/year. Clients have invested in basic enabling technology, and the audience is equipped with personalized digital devices. Madison Ave. Media crosses the divide - and brings seller and buyer together in an intelligent, personalized and highly scalable manner. Our advanced business intelligence strategy enables us to create the most highly relevant, personalized, content rich, client-targeted campaigns in the industry.

BUSINESS OVERVIEW

Madison Ave. Media manages the business of marketing across the complete digital media value chain. This spans advanced business intelligence, content creation, campaign development and roll out, including advanced mobile distribution. We complete the value chain with intelligent and continuous follow through, validation and re-engineering. Madison Ave. Media provides integrated corporate development, product development, branding, marketing, communications, media and promotion services. The company creates campaigns, content rich and client targeted, designed to drive revenue and market share. The company uses statistically proven predictive modeling to ensure marketing campaigns and customer experiences resonate with today’s sophisticated consumers.

Madison Ave. Media delivers on that imperative. In fact, we

1-- Tell our clients what the consumer/customer is saying about them, and their competitors, in a totally candid format – the unvarnished truth;

2-- Deliver statistically meaningful, actionable marketing campaigns – we reach customers on a one-to-one basis – customers’ receive ‘what they want, when they want to receive it’;

3-- Use Predictive Modeling - to deliver tangible results and sustainable success – tracked, measured and proven.

WHAT ARE THE RESULTS WE DELIVER FOR OUR CLIENTS?

A-- Increased Revenue, Market Share and Cash Flow!

B-- Definitive, Qualitative, Sustainable Marketing ROI!

C-- Brand Proliferation --- across all digital and traditional media platforms!

D-- A Personalized customer experience -- targeting clients’ needs and wants right in the bull’s-eye!

OUR DELIVERY SYSTEMS:

Strategic Development and Marketing Group (SDMG)

The Strategic Development and Marketing Group (SDMG) combines proven “push” and “pull” marketing principles, leveraged with targeted digital execution delivering tangible value at the C-levels of national and international clients. SDMG’s comprehensive capabilities and experience also prepares emerging small and medium scale companies for rapid success and manageable growth. SDMG also empowers Fortune 500 enterprises to reach new markets and new customers at high efficiency with sustainable, personalized campaigns. We bring the speed, efficiency and rapid scalability of digital media to all of our clients.

SDMG provides strategic intelligence and marketing expertise companies need to have for a sustainable competitive advantage --- by commanding attention in the crowded marketplace, by cutting through data and media clutter – building one-to-one customer relationships across the global audience of digital natives. Our clients see immediate and sustainable growth in market share and corporate efficiency.

Strategic Communications Group (SCG)

The Strategic Communications Group (SCG) provides comprehensive, customized strategies and solutions that build and sustain a company’s visibility, credibility and confidence – for its brand and products in the consumer mind and marketplace.

Global business demands require companies to sustain a positive image and presence across the global network. It requires companies to understand customer perceptions from all parts of the world. The SCG team uses the power of unstructured text analysis, combined with sophisticated statistical analysis and predictive modeling. This is a subset of our ‘digital media value chain’. We deliver, in essence the power of a globally centric focus group – un-moderated and unprompted - right to our clients’ Chief Marketing Officer. With that depth of intelligence, the CMO can now reposition his brand, launch a new product/campaign, manage otherwise stranded assets – all driving higher levels of customer delight, increased market share and stronger cash flow.

Let us make a distinction to underscore this key point. Some companies use search engine optimization to, effectively, BUY their way to top of consumer lists. Madison Ave. Media gives its clients the power of personalized intelligence and message delivery, with dynamic feedback --- We thereby empower our clients to EARN their way to the top position in consumers’ minds. The leader in the SEO race changes every day. The leader in the INTELLIGENCE race wins the entire marathon, fueled by our complete digital media solutions!

Multi-Channel Marketing Resources

For clients with the combination of funding, strategies, marketing and communication programs and multimedia content assets in place, Madison Ave. Media is able to drive new and established companies, and their products and services, into the rapidly growing global consumer and B2B marketplaces. The Company’s extensive array of proprietary media delivery systems, blending digital and traditional implementation, ensures that our clients’ reach the audience on their personal communications device, as well as on the ‘in-home’ screen, the web, and on all other forms of media delivery systems. We then amplify the message, its recall rate, its open rate and its conversion to loyalty and sales by unleashing the power of business intelligence and predictive modeling.

INTERACTIVE MEDIA TECHNOLOGY AND SOLUTIONS

Mobile Marketing Channel

Mobile communications and computing are poised to become the dominant global media consumption devices. The “mobile lifestyle” is transforming media and advertising markets as consumers access increasing amounts of media and messages using laptops, smart phones, netbooks, the I-Pad, Kindles and online and console game sets. According to textmessageblog.com , 5 billion text messages are sent each day. This is completely changing the rules of engagement for marketers who now must rethink their time-honored strategies in order to reach these dynamic audiences.

Total US Internet ad spending increased to $25.7 billion in 2009, an 8.9% growth rate. This spending stream is growing 3x to 5x faster than total marketing. Beyond news sites, video is now the fastest-growing segment of the Internet advertising market. Digital video amounted to $477 million in revenue in the first half of 2009, up 38 percent from the same time period in 2008, according to the Interactive Advertising Bureau. With an estimated $5 billion in revenue in the first half of 2009, search remains the dominant segment of online advertising. Search centric advertising is forecasted to slow – since as we have discussed, search and SEO is fast becoming a commodity that no longer censures competitive advantage and sustainable product or brand leadership. Search will be replaced by intelligent media and audience management solutions built and delivered by companies like Madison Ave. Media!

One such strategy is couponing. While savings from printed coupons typically grow at an annual rate of 8-16%, digital coupon savings grew at 170% in 2009 alone. Total savings exceeded $858 million. And while digital coupons still represent a small portion of the overall market, the trend toward accelerated and sustained growth is undeniable. Madison Ave. Media is poised to lead this mobile marketing revolution.

The Madison Ave. Media Mobile Marketing Group (MMG)

SMS text messaging is the most widely used data application on the planet. More than 136 million Americans send and receive text messages on their cell phones. More than 80% of cell phone users have their phones with them at all times . And more than 90% of all text messages are read . When cell phone users were asked, ”What is the best way for companies to interact with you?” They said, “Send us deals and coupons!” The Madison Ave. Media Mobile Marketing Group (MMG) has answered that call.

MMG can deliver SMS text coupon savings to any cell phone. A smart phone is not required. Without doubt, this effective, affordable, “green” advertising medium is the future of direct marketing. While businesses and consumers continue to rely on coupon savings – especially in the current economy – traditional coupon delivery media, such as newspapers, magazines and printed direct mail, have become far less effective. Print readership and relevance is plummeting. Advertisers are demanding much higher performance and complete accountability at a much lower cost. MMG delivers incredible value to businesses and consumers, as well as 100% measurable results, at a fraction of the cost of traditional print coupon campaigns.

Currently, MMG can provide real-time coupon delivery to tens of millions of cell phone users. This database can be targeted by state, zip code and/or area code. And, MMG is implementing aggressive, regional, grass roots branding and viral marketing plan that will significantly expand and enrich this database with millions of new, mobile-driven consumers and dozens of targetable behavioral marketing attributes. While the plan focuses on young people, college students, sports and event enthusiasts, and other savvy members of “Generation Text,” MMG expects a high degree of acceptance among all demographic, psychographic and behavioral groups.

MMG’s patent-pending delivery service employs “long code” technology (already approved for use on all 17 major US carriers) that allows any cell phone in the world equipped with SMS services to interact with its coupon database. It enables mobile consumers to enter a product or service category, or a merchant name (in 23 languages), and instantly receive any available discounts or coupons in the form of SMS text message.

This interactive database also lets consumers choose their coupons, choose their preferred store location and even have the location’s GPS coordinates or map directions sent directly to their phones. Consumers can also search their current location (e.g. Pizza 37027) to instantly find the best and closet deals. Once a digital coupon is downloaded to a cell phone, consumers can redeem it – not just one time, but as many times as they wish until the offer expires – simply by displaying the message on their phone at the point of purchase.

Both the consumer and merchant markets are ready and waiting for these capabilities. Presently, only 1% of all US coupons are delivered to cell phones. However, credible industry research indicates that, by 2011, more than three billion text coupons will be issued to mobile consumers. This will represent almost seven billion dollars in redeemed discounts. The opportunities for market and profitability growth are real and significant.

Today, almost every viable consumer has a cell phone. With its patent-pending technology, enormous, interactive database and 100% measurable results, The Madison Ave. Media Mobile Marketing Group is ideally positioned to lead the next, great direct marketing revolution – SMS text coupons.

What makes us different?

Efficiency -- Our coupons are paperless, Green, and their form factor drives tremendous productivity across the processing cycle.

Intelligence -- When our coupon is used, we capture highly valuable intelligence --- Source, Time stamp, Who, Where... We give the Chief Marketing Officer information that will make them smart, and make their campaigns increasingly targeted and valuable.

Revenue Growth -- On the surface, coupons reduce revenue. In reality, the SMART Coupon Solution from Madison Ave. Media increases revenue and cash flow. Our intelligence engine will show the retailer how much LIFT the campaign generated. It will enable them to manage capacity and resources more efficiently with time blocks.

When this economic rebound is in full force, there will be a natural tendency to cut back on coupons to protect price and revenue --- Not so with ours ... The Madison Ave. Media Coupon Solution is an intelligence builder .... lifting revenue, customer loyalty, increasing productivity.

EMAIL MARKETING CHANNEL

In today’s highly fragmented media market, consumers are more difficult to pin down than ever. They are constantly surfing hundreds of TV and radio stations and countless websites.

No medium or media outlet seems to capture their attention long enough for advertisers to make a pitch, let alone make a connection.

Nevertheless, advertisers still want to get as close to consumers as possible - close enough to interact. But consumers are too busy and too selective to be distracted by meaningless messages and offers for things they do not want. They no longer tolerate intrusive advertising. They zap commercials, change channels, disable pop-ups and report spam, all to avoid unwanted advertising.

Consumers want to decide for themselves which messages are important, which offers are valuable and which brands are worthy of their consideration. They are willing to “sit still” for certain advertisements, but they have to want that information. They are willing to consider, compare and evaluate various brands and offers, but only on their own terms. In other words, marketers must ask for their permission first.

The Madison Ave. Media Email Marketing Group (EMG)

Madison Ave. Media’s Email Marketing Group (EMG) specializes in permission-based direct email marketing, as well as traditional direct mail, database enhancement, direct mail list rentals and custom lead generation.

EMG offers proprietary, fully integrated solutions and services that traditional advertising methods and typical list companies simply cannot provide. These can give any client a unique competitive advantage. EMG can:

·	Target only the consumers most likely to be interested in a client’s offers, products and services

·	Tailor compelling offers and promotions that generate interest and motivate consumer interaction and commitment

·	Provide accurate, measurable results

·	Maximize campaign performance, sales revenue and return on investment.

Engaging the Consumer

EMG goes far beyond conventional consumer targeting to reach individual, highly receptive consumers who are most likely to be interested in your offers. EMD data can be focused through more than 100 selectable filters and can be cross-referenced in more than 700 different ways. This yields laser accurate market lists that target demographic, geographic and lifestyle attributes, as well as consumer behaviors and preferences. These “selects” are determined though regular and comprehensive consumer surveys.

EMG emails can link to a full range of multimedia experiences that further engage the consumer and encourage fulfillment. These include targeted promotions, video content, news, product/service reviews, e-commerce opportunities and social networking.

Tracking Campaign Performance

One of the main reasons marketers rely on direct email marketing is its ability to quickly deliver reliable performance assessments. EMG reports accurate campaign results in less than 24 hours and is in development with real time reporting dashboards. EMG’s analytics capture, measure and evaluate almost every consumer click from the In-Box to fulfillment. This information enables EMG to optimize the campaign’s targets, offer and message to improve performance or take advantage of any emerging opportunities indicated by the results.

The growth of direct email marketing has been exponential. Madison Ave. Media’s immense (and growing) database, targeting power, integrated, multi-channel delivery options, reliable results and exemplary business practices will enable the Company to reap the rewards of this highly valuable and profitable market.

INTERNET MARKETING GROUP (IMG)

The Madison Ave. Media Internet Marketing Group (IMG) is developing and offering a comprehensive platform of next-generation online search and portal services. This platform features fully integrated multimedia content, social networking, e-commerce and advertising with seamless distribution across multiple channels and devices. All of these capabilities can be customized to meet the diverse needs of individual users, as well as enterprises and affinity groups in targeted niche markets. A complete technical support system ensures an optimal experience for all users, clients, publishers, developers and marketers.

Search Power

IMG maintains a vast index of websites and other online content that is freely available to all Internet users via the search engine. The platform’s automated search technology helps anyone to obtain nearly instant access to relevant information from this index. The platform also features a proprietary search algorithm that aggregates listings from all major search engines and displays them along with unique IMG listings on a single Search Results Page.

IMG will offer branded online search capabilities, with enhanced privacy and security features, to individual consumers and organizations. It will also license its proprietary search engine technology to websites that wish to include “Powered by” search functionality within their domains.

Portal Power

The IMG “public” portal includes the features, functions and content that put the full power of the Web at the user’s fingertips such as:

·	Comprehensive Multimedia Streaming – built around a full-featured media player and powered by a proprietary technology that enables real-time video content streaming to video-ready mobile devices, as well as computer-based displays;

·	Comprehensive Multimedia Content - with interactive access to IMG “preferred” and user-selectable world, U.S., local, sports, financial, health, lifestyle, entertainment, political, science and weather news content;

·	Comprehensive Search Capabilities – a full-service Internet search engine that displays search criteria, search results (including results from competing search sites), sponsored results, proprietary local and regional classified ads and other advertising;

Comprehensive e-Commerce Capabilities – populated with IMG “preferred” stores, as well as other user-selectable stores, it includes a shopping comparison engine, a clearinghouse for store/advertiser discounts and special deals, and complete integration with Madison Ave. Media’s mobile couponing system;

·	Comprehensive Data Acquisition – including user polls and surveys, as well as dating, travel, real estate and job sites that yield valuable personal and behavioral information;

·	Comprehensive Social Networking and Communication Capabilities – including integrated email, IM and chat rooms, as well as full-featured, user-created personal and blog sites and a host of additional “sticky” features to help make sure users stick around.

IMG will provide a “white label” version of its search/portal to any qualified enterprise or affinity group at no charge to the organization or its members. Each organization will also receive a share of all revenue generated by its fully customizable, self-branded search/portal. This no cost, revenue sharing model virtually assures rapid, substantial market penetration and enthusiastic organization support.

IMG’s “white label” strategy can rapidly aggregate multiple, highly segmented, “captive” and “loyal” consumer audiences, and effectively monetize the platform through multiple revenue streams. And it can achieve all of this without incurring the costs of direct competition with other well-established search/portal companies.

Marketing Power

IMG’s ability to aggregate and precisely segment large, captive, loyal audiences represents a “mother lode” for marketers. It expects its search/portal platform to generate significant revenue from advertising sales, e-commerce commissions and sponsorships.

Adverse economic conditions, a highly fragmented media marketplace and ever more sophisticated and elusive consumers are forcing marketers to spend their advertising dollars more effectively and efficiently. They are turning away from traditional broadcast and print advertising and embracing fully measurable, Internet-driven, digital marketing campaigns that precisely target consumers via data gleaned from behavioral tracking and social networking.

The IMG platform has been specifically designed to capture and deliver these data and targets. It includes comprehensive tracking and analytics, as well as proprietary Differentiated Business Intelligence. This technology transcends standard data profiling and delivers invaluable, real-time consumer perceptions, preferences and insights. These data will enable advertisers to craft laser-focused messages and offers that speak directly to individual consumers. As a result, IMG is poised to carve out a significant share of the estimated $23 billion U.S. Internet advertising market.

WEB CONTENT MANAGEMENT SYSTEMS

In order for Madison Ave. Media to compete and excel in any of our Web-based channels, we must constantly anticipate, adapt and grow as new technologies emerge and new techniques prove useful. This proactive approach to harnessing and leveraging the power of change is essential not only to the success of the Company, but also to the satisfaction of the clients, audiences and interests we serve. To help ensure strong, continued technical leadership, Madison Ave. Media plans to acquire a comprehensive Web content management capability and fully integrate these systems across all Company technology platforms.

The Madison Ave. Media Web Content Management Group (WCMG)

The Web Content Management Group (WCMG) will provide the Company and its clients with Search Engine Optimization (SEO) and management services, Pay-Per-Click (PPC) lead-generation expertise and database development and optimization services. These critical competencies will create tremendous benefits internally, as well as add incredible value to Madison Ave. Media at every consumer and marketer touch point.

SEO has become an art form unto itself. And it is indispensable to obtaining optimal content and keyword composition and placement, optimal search page rankings, optimal site visibility, optimal traffic volume and high quality inquiries. All of this ultimately optimizes cost efficiency, revenue and profitability.

WCMG also deploys PPC marketing tactics based on a combination of quality advertisements, optimal keywords, savvy bidding and competitive advantages that deliver client campaigns to prime page position with a lower cost per-acquisition. WCMG constantly monitors the online keyword auctions to enable bid adjustments and achieve the best results at the lowest possible cost. It also builds customized landing pages and other tools to help consumers and advertisers take full advantage of each interaction, each offer and each transaction.

ADVANCED HYBRID MEDIA SOLUTIONS

While all forms of digital media are in rapid ascendancy, most forms of “traditional” or “legacy” media, such as print, radio and out-of-home, appear to be endangered species. However, Madison Ave. Media has developed several, powerful “hybrid” media applications that breathe new “interactive” life and effectiveness into key legacy channels and create new opportunities for marketers to extend their reach and engage their audiences, wherever they may be.

The Madison Ave. Media Exchange (ME)

The competition for consumer “eyes and ears” is tougher than ever. Traditional media outlets are facing the unprecedented challenges of an uncertain economy, shrinking advertising budgets, a highly fragmented mediascape and stiff competition from the Internet. And these organizations are weathering steep declines in listeners, viewers, subscribers and, subsequently, critical advertising revenues.

As a result, almost every traditional media outlet has a significant inventory of valuable advertising space or time that are underutilized or left unsold. Unsold commercial airtime turns into station promotions and public service announcements instead of revenue-producing commercials. Unsold newspaper and magazine ad space is simply removed or replaced with additional column inches of copy.

At the same time, local and national advertisers – traditional media’s most important “customers” - continue to search for innovative opportunities to somehow increase brand exposure and extend the reach and effectiveness of their advertising on ever-tightening budgets. To date, traditional media companies have not met this customer need. In fact, “innovative opportunities” does not seem to be part of the lexicon: Cost cutting, layoffs and outsourcing are.

The Madison Ave. Media Exchange (ME) is a unique solution to these challenges: convert stranded commodities to assets that the market can value. ME provides the medium for a simple, dollar-for-dollar exchange of valuated advertising space or time for Madison Ave. Media interactive marketing services. These assets are available for use by the participating media outlet or Madison Ave. Media on demand.

Madison Ave. Media uses the print pages, airtime, billboards, banner ads and other media deposited in ME to promote its integrated marketing services or to provide integrated advertising opportunities for its clients and their brands.

The Company can also use ME assets to promote media-driven start-up companies, as well as small brands that cannot afford the paid media exposure necessary to build awareness and sales. In this way, Madison Ave. Media can invest media assets in a company in return for partial ownership and/or a profit-sharing relationship.

And finally, as ME secures deposits of advertising pages in leading business, investment and financial publications, Madison Ave. Media can use these assets to help promote its various existing investment properties and opportunities.

In exchange, a participating media outlet can deploy a wide range of Madison Ave. Media services to create a significant competitive advantage that helps meet the unique challenges of its marketplace. These may include:

·	Outbound mobile text coupon campaigns

·	Outbound direct email campaigns

·	Data appending services

·	List management services

·	Market survey services

·	New offer and product testing services

·	Customized, turnkey mobile and email marketing services

Madison Ave. Media can also deposit advertising assets from its own traditional media channels, as well as from other future entertainment investments.

Each participating media outlet can use Madison Ave. Media marketing services to reach not only its own audience, but all other Madison Ave. Media opt-in consumers in the media outlet’s entire coverage area. The Company can target these consumers in any demographic, geographic or socio-economic mix that will best benefit the media outlet and its advertisers. This enables the media outlet to dramatically increase the reach and effectiveness of an advertiser’s message. It also provides a strong incentive for advertisers to increase overall spending with the participating media outlet, as well as all other MAME participating media outlets.

CLIENT VALUE

Madison Ave. Media owns and delivers an integrated matrix of business and proprietary media resources. Separately or in synergy, these resources generate significant revenue and returns. We also own and deploy advanced digital communications, Web, business intelligence and other technologies. Our multidisciplinary executive and management team includes business experts with the requisite vision, diversity, focus and experience to deliver results for clients and for the Company.

The Madison Ave. Media matrix is comprised of:

·	Strategic Development, Marketing and Communications Resources – linking brand, message, technology and customers;

·	Multi-Channel Media Resources – delivering value wherever customers may be.

To facilitate rapid and profitable execution, each resource category contains one or more divisions, operating as profit centers, to ensure that Madison Ave. Media’s various consulting, professional services, software services and licensing and media services businesses are all optimized to best of breed.

The Madison Ave. Media Business Solutions Matrix provides brand, financial, marketing and distribution power to serve our clients and their unique needs. Each client can access the matrix through:

·	A single point solution to obtain a specific service, such as implementing a personalized mobile campaign that drives tactical revenue and profit;

·	Utilize integrated services, such as repositioning an established company or brand and building and implementing a targeted media campaign using predictive modeling to dynamically manage SEO;

·	Leverage all integrated services, such as reviving a brand, creating multi-channel content that explains its new “bankable” story, and demonstrating real-time synergistic benefits with maximized customer conversions.

By accessing its entire Business Solutions Matrix, Madison Ave. Media can even accelerate an exceptional new business prospect from concept, to capital, to consumers – from Madison Avenue to Wall Street to Main Street.

The Madison Ave. Media matrix currently includes the following lines of business:

·	Strategic Development, Marketing and Communications Solutions

o	Strategic Development and Marketing Group

o	Strategic Communications Group

o	Content Development and Production Group

·	Interactive Media Technology and Solutions

o	Mobile Marketing Group

o	Email Marketing Group

o	Internet Marketing Group

o	Web Content Management Systems Group

·	Advanced Hybrid Media Solutions

o	The Madison Ave. Media Exchange

o	Direct Response Marketing Group

·	Technology and Business Intelligence Solutions

o	Business Intelligence

o	Predictive Modeling

o	Search Engine Optimization

o	Data Services

The unique spectrum of business solutions and resources integrated within Madison Ave. Media drives a strategic market advantage for our clients, as well as a differentiated competitive advantage for Madison Ave. Media.

The Company has assembled a team from some of the world’s most respected, top-tier investment, marketing and technology firms. These professionals exemplify leadership, optimism, determination and trust. They also possess the qualities critical to sustained, profitable success: a disciplined approach, self-confidence, a focus on accountability and an exceptional capacity to balance and deliver both short-term results with long-term objectives.

MARKET READINESS

The Mobile Market

The mobile communication and computing market is exploding. Mobile phones, smart phones and other portable devices are becoming the primary gateway to Internet usage and Web-enabled applications. They can deliver rich content, ranging from SMS text to video, as well as a host of other interactive capabilities. Most high-value consumers now own one or more of these devices and carry them at all times. The mobile “lifestyle” is here to stay.

All of this validates mobile marketing and advertising as the medium of choice for the foreseeable future. Consumers can engage mobile marketing messages almost anywhere. However, messages engaged in the context of the consumer’s location, behavior and preferences, especially at the point of purchase where the consumer’s purchase intent is optimal, demonstrate nearly incredible performance. Recent research indicates that mobile advertising already far outperforms online advertising.

Although the true potential of mobile marketing and advertising is only now being fully understood, the writing is on the wall. Mobile is poised to become the next superstar on the global, digital marketing and advertising stage. And Madison Ave. Media is committed to making mobile an integral part of all client media strategies, as well as a core component of all Company business strategies.

The Search/Portal Market

Madison Ave. Media believes that current marketplace and industry fundamentals provide an ideal environment for the strategic expansion of its search/portal operations. Targeting the consumer, enterprise, affinity group, social networking and privacy markets, Madison Ave. Media’s goal is to gain 1% of the total multi-billion dollar search engine market.

The current economic downturn has triggered restructurings and consolidations within the affinity group sector. As a result, many large, well-established, organizations are aggressively searching for additional ways to improve member services and generate additional non-dues income. Based on proprietary research into this market space, Madison Ave. Media has determined that this is creating an immediate and significant marketing opportunity for its “white label” portal solution.

The Advertiser Market

Direct response tactics targeting online search, mobile devices and social networking activities continue to experience solid growth, even in this economy. Online advertising achieved more than 20 percent revenue growth in 2008. Digital coupon usage grew 170% in 2009. All other advertising media except “in-cinema” ads are experiencing measurable losses in revenue.

According to advertising agencies, media buyers, publishers and third-party Internet monitoring organizations, marketers will continue to shift an increasing percentage of their total advertising and related marketing budgets from traditional media to digital media channels. Online, search engine and mobile are the fastest growing, most accountable and most cost-effective marketing and advertising media available.

KEY BUSINESS PARTNERS AND STRATEGIC PLAN

Madison Ave. Media has secured agreements with key synergistic business partners in:

·	Financial Services

·	Business Intelligence

·	Strategic Development, Brand, Marketing and Communications

·	Content Creation

·	Mobile Marketing

·	Email Marketing

·	Internet Marketing

·	Direct Response Marketing

·	DBI Services and Marketing

Other partners poised for acquisition include:

·	Web Content Management Systems

·	Content Development and Production Services

·	Multimedia Streaming Services

·	Mobile Payment/Processing Services

Madison Ave. Media will continue to identify, target and pursue relationships with individuals and organizations that can increase its market penetration, media delivery, data acquisition, capabilities, diversity and profitability.

Madison Ave. Media has completed a comprehensive Strategic Development Plan, which includes a strong, integrated public relations and marketing plan specifically designed to bring the Company to market rapidly and to position it for sustained, long-term growth.

Madison Ave. Media delivers companies and brands, messages and offers, products and services to a global audience of individual, independent consumers. We mine and refine data and business intelligence to fuel advanced marketing strategies and tactics that deliver the right offer through the right medium to the right consumer in the right context at the right time. We empower and fulfill personal, interactive relationships between the client and the customer that yield mutual loyalty, trust, value and satisfaction.

Our unique matrix of proprietary, marketing, media and technology resources and solutions has the power to reinvent brands, redouble customer confidence and value, and reshape a global marketplace one consumer at a time.

These capabilities can provide a strategic market advantage, as well as a sustainable, measurable ROI for our clients. They can also provide virtually limitless opportunities and rewards for Madison Ave. Media and its stakeholders. Our focus on data-driven, digital media channels and marketing applications, especially for the emerging “mobile lifestyle,” is fully aligned with current market trends and future market realities.

Madison Ave. Media is precisely positioned to create a fusion of resources and solutions for clients and consumers that empower significant and sustained revenue growth that drives Madison Ave. Media to long-term profitability and success.

RESULTS OF OPERATIONS

We are still in our development stage and have generated limited revenues to date. Our revenues for the three months ended February 28, 2011 were $33,336.00, compared with revenues of $28.00 for the three months ended February 28, 2010. We incurred operating expenses of $564,058.00 and $162,653.00 for the three months ended February 28, 2011 and 2010, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business, marketing expenses, and the preparation and filing of our reports with the Securities and Exchange Commission. Our loss from operations for the three months ended February 28, 2011 was ($560,819), a significant increase from the ($167,242) loss from operations in revenues for the three months ended February 28, 2010.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point.

LIQUIDITY AND CAPITAL RESOURCES

Our current assets at February 28, 2011 were $201,011 with current liabilities of $1,129,355, as compared with current assets of $97,045 and current liabilities of $364,540 at February 28, 2010.

If we experience a shortage of funds prior to generating revenue from operations we may utilize funds from our directors and certain shareholders who have informally agreed to advance funds to allow us to pay for business operations, however, our directors and shareholders have no formal commitment, arrangement or legal obligation to advance or loan funds to us.

During the three months ended February 28, 2011, the Company issued a total of 12,500,000 shares of common stock to non-affiliates in a private transaction for cash consideration of $250,000. In addition, on February 14, 2011, the Board of Directors approved the sale of up to $500,000 in a Senior Secured Convertible Note to a shareholder of the Registrant, with a maturity date of one year. The Note will bear a prepaid annual interest rate of 18%, and may be funded in tranches during the next ninety days. The Note will be convertible at any time prior to maturity into shares of common stock of the Registrant at a conversion price which will be the lesser of (i) $.10 per share, or (ii) the purchase price per share of any equity sold by the Registrant prior to the maturity date. The Registrant has granted the Holder of this Note a first-lien security interest on all assets of the Registrant. In addition, the shareholder was issued 10,000,000 Class A Common Stock Purchase Warrants exercisable for five years at an exercise price of $.02 per Share.

PLAN OF OPERATION

With the power of proprietary software wrapped in industry expertise, we provide highly measurable results to the universe of advertisers and marketers. The Company delivers enterprise business intelligence harvested from unstructured data across the digital landscape -- we help companies hear what their clients are saying about them in a highly actionable form. From there, we assemble deep understanding about our clients’ customers – their perceptions, wants and needs, and then we create uniquely targeted campaigns and media plans based on these analytic findings. We do this through our proprietary aggregation technology, which enables us to “listen in” on unstructured databases. These are public opinion sources that hold unstructured language, such as message boards, chartrooms, and blogs. Our business and statistical analysis converts millions of sound bytes into actionable and measurable strategies and plans – for our clients, which we then design, build and continuously measure. As such, we develop long term, deep client relationships - built on proprietary and scalable intelligence implemented and expanded by category experts from the advertising and communications industries.

In the United States, businesses budget over $400B/year for marketing and communications. Most of this money is being spent on traditional media and campaigns, while the audience has shifted to a personalized, web and mobile consumption model. Madison Ave. Media delivers the power and technology to rapidly move the bulk of this spending to a personalized and measurable digital delivery system. We understand that clients do not simply buy technology, and that things like search engine optimization are now commodities. Our deliverable is personalized marketing intelligence, targeted campaigns built upon pinpoint knowledge, delivered where the audience consumes, and measured down to lift, ROI, market share and comparative positioning. Even deeper, our ability to assemble unstructured conversations into C level action plans, essentially gives our clients a reliable predictive modeling telescope. From that, we formulate strategies and tactics to deliver a sustainable competitive advantage. Madison Avenue has built and acquired software assets, a scalable technology backbone, a team of industry experts and business leaders, and actionable data on over 150M consumers with reach capabilities via web and mobile platforms.

ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We did not experience any material changes in market risk exposures for the period ended February 28, 2011, that affect the quantitative and qualitative disclosures presented in our Annual Report on Form 10-K for the year ended August 31, 2010.

Foreign Currency Risk

As we currently operate only in the United States, we do not have any market risk related to international operations or by fluctuations in foreign exchange rates.

Interest Rate Sensitivity

We had cash and cash equivalents totaling $97,180 at February 28, 2011. Our cash and cash equivalents and marketable securities are held and invested with capital preservation as the primary objective.

Our cash equivalents and marketable securities are subject to market risk due to changes in interest rates. Fixed-rate interest securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due to our limited cash resources we do not anticipate any interest rate sensitivity that will have an adverse impact on our financial condition.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

During the second fiscal quarter ended February 28, 2011, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not presently involved in any litigation which would have a material effect on the Company’s financial condition or results of operations, nor is any such litigation anticipated.

ITEM 1A. RISK FACTORS

Set forth below and elsewhere in this Quarterly Report on Form 10-Q, and in other documents we file with the Securities and Exchange Commission, or SEC, are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and in other written and oral communications from time to time. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

RISKS ASSOCIATED WITH OUR COMPANY

Because our auditors have issued a going concern opinion, there is substantial uncertainty that we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Our market place is very competitive. Failure to successfully compete could harm our business.

We face intense competition in the digital media and marketing industry. Many other competitors are well established, have greater resources and have a name and brand recognition. These companies also have customer bases that are much larger than ours. We cannot be sure that our business model will be successful in differentiating our services from those offered by our much larger competitors.

We have had a limited operating history and have had losses since our inception.

There is no assurance our future operations will result in profitable revenues. We did not commence business operations until May, 2009 following our merger with Kahzam, Inc. Accordingly, we have had a very limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon, among other things:

	•	Our success in raising additional equity capital or debt financing;
	•	Our ability to attract customers who will buy our services from us; and
	•	Our ability to generate revenues through the sale of our services.

Based upon current plans, we expect to increase our revenues from operations during the balance of this fiscal year and thereafter. However, we cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause you to lose your investment. If we do not make a profit in the future, we may have to suspend or cease operations.

Since we are a small company and do not have significant capital, we must limit the marketing of our services. The sale of services is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. If our Offering is successfully completed, we intend to significantly increase our marketing activities and capabilities.

RISKS RELATED TO OWNERSHIP OF OUR STOCK

Because there is a limited public trading market for our common stock, you may not be able to resell your stock.

There is currently a limited public trading market for our common stock on the OTC Market (OTCQB) (Symbol: KHZM). There can be no assurance that a public market for our securities will continue, or that in the future our securities may be traded on a national exchange.

The trading price of our common stock has been volatile in the past, may continue to be volatile, and may decline.

The trading price of our common stock has fluctuated widely in the past and may do so in the future. Further, our common stock has

limited trading history. Factors affecting the trading price of our common stock, many of which are beyond our control, could include:

	•	variations in our operating results, including any decline in our revenues;

	•	announcements of technological innovations, new products and services, acquisitions, strategic alliances or significant agreements by us or by our competitors;

	•	recruitment or departure of key personnel;

	•	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

	•	changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;

	•	market conditions in our industry, the retail industry and the economy as a whole;

	•	price and volume fluctuations in the overall stock market;

	•	lawsuits threatened or filed against us or other disputes;

	•	adoption or modification of regulations, policies, procedures or programs applicable to our business; and

	•	the volume of trading in our common stock, including sales upon exercise of outstanding options.

In addition, if the market for media and marketing stocks or the stock market in general experiences loss of investor confidence as has happened in recent periods, the trading price of our common stock could decline for reasons unrelated to our business, operating results, or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Some companies that have had volatile market prices for their securities have had securities class actions filed against them. A suit filed against us, regardless of its merits or outcome, could cause us to incur substantial costs and could divert management’s attention.

Future sales of shares by existing stockholders, or the perception that such sales may occur, could cause our stock price to decline.

If our existing stockholders, particularly our directors and executive officers and other significant stockholders, sell substantial amounts of our common stock in the public market, or are perceived by the public market as intending to sell, the trading price of our common stock could decline.

Insiders and other significant stockholders have substantial control over us and will be able to influence corporate matters.

At February 28, 2011, our directors, executive officers and holders of ten percent or more of our common stock beneficially owned a majority of our outstanding common stock. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our restated certificate of incorporation and amended and restated bylaws:

	•	authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;

	•	establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

	•	require that directors only be removed from office for cause and only upon a majority stockholder vote;

	•	provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

	•	limit who may call special meetings of stockholders;

	•	prohibit stockholder action by written consent, thus requiring all actions to be taken at a meeting of the stockholders;

	•	require supermajority stockholder voting to effect certain amendments to our restated certificate of incorporation and amended and restated bylaws; and

	•	require advance notification of stockholder nominations and proposals.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.

Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of our shares to decline.

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

The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

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

(a) Sales of Unregistered Securities

On October 11, 2010, the Registrant completed its acquisition of certain assets of Financial Network Media, LLC in exchange for the issuance of 25,000,000 Shares of Common Stock of the Registrant. The assets included a proprietary data base which significantly increases the Registrant’s marketing operations. Group Molinari LLC is an affiliate of both Financial Network Media, LLC and the Registrant. Stephen Molinari, the Chairman of the Company, is an affiliate of Group Molinari LLC. On February 23, 2011, the Board of Directors approved the mutual amendment of the Asset Purchase Agreement entered into on October 11, 2010 between the Registrant and Financial Network Media, Inc. As a result of this amendment, the 25 million shares of Common Stock issued pursuant to said Agreement have been returned to the Registrant and cancelled.

On February 23, 2011, the Board of Directors approved the sale of up to $500,000 in a Senior Secured Convertible Note to a shareholder of the Registrant, with a maturity date of one year. The Note will bear a prepaid annual interest rate of 18%, and may be funded in tranches during the next ninety days. The Note will be convertible at any time prior to maturity into shares of common stock of the Registrant at a conversion price which will be the lesser of (i) $.10 per share, or (ii) the purchase price per share of any equity sold by the Registrant prior to the maturity date. The Registrant has granted the Holder of this Note a first-lien security interest on all assets of the Registrant. In addition, the shareholder was issued 10,000,000 Class A Common Stock Purchase Warrants exercisable for five years at an exercise price of $.02 per Share. The issuance of the Senior Secured Convertible Note was issued to an accredited investor and was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration available pursuant to Section 4(2) of the Securities Act.

During the three months ended February 28, 2011, the Company issued a total of 12,500,000 shares of common stock to non-affiliates in a private transaction for cash consideration of $250,000. The restricted shares issued to these accredited investors were not registered under the Securities Act in reliance on the exemption from registration available pursuant to Section 4(2) of the Securities Act.

As a result of these transactions, as of February 28, 2011 the Company has 74,996,502 Shares of Common Stock issued and outstanding.

(b) Use of Proceeds from Public Offering of Common Stock

NONE

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. (Removed and Reserved)

Not applicable.

ITEM 5. Other Information

On April 12, 2011, the Board of Directors approved an increase in the authorized capital of the Registrant to 300,000,000 Shares of Common Stock, $.0001 par value, and approved an Amendment to the 2009 Stock Incentive Plan which increased the number of Shares of Common Stock reserved for issuance pursuant to said Plan to 10,000,000 Shares. These corporate actions were approved and ratified on the same day by holders of a majority of the issued and outstanding Shares of Common Stock.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement or subsequent filings, file under SEC File Number 333-144279, at the SEC website at www.sec.gov:

Exhibit No.	Description

3.1	Certificate of Merger*
3.2	Bylaws*
3.3	2009 Stock Incentive Plan*
31.1	Sec. 302 Certification of Principal Executive Officer
31.2	Sec. 302 Certification of Principal Financial Officer
32.1	Sec. 906 Certification of Principal Executive Officer
32.2	Sec. 906 Certification of Principal Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13(a) 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 AVE.MEDIA, INC., Registrant
April 14, 2011
	By: /s/ JAMES LINDSEY
	JAMES LINDSEY
	President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

April 14, 2011	MADISON AVE. MEDIA, INC., Registrant

	By: /s/ J. FRANKLIN BRADLEY
	J. FRANKLIN BRADLEY
	Vice President and Acting Principal
	Accounting Officer

MADISON AVE. MEDIA, INC. 10-Q