8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 31, 2010

MADISON AVE. MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware	333-146344	26-0687353
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1515 SOUTH FEDERAL HWY. SUITE 100 BOCA RATON, FL		33432
Address of principal offices		Zip Code

Registrant’s telephone number including area code:   561-549-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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The following current report under Section 13 or 15(d) of the Securities Exchange Act of 1934 is filed pursuant to Rule 13a-ll or Rule 15d-11:

Item 2.01            Completion of Acquisition or Disposition of Assets

On March 9, 2010, the Registrant announced that it had agreed to acquire 100% of the capital stock of ProMark Data and Media Group, LLC, a Florida limited liability company, in a share-for-share exchange transaction. On May 31, 2010, the acquisition was completed through the issuance of 33,000,000 Shares of Common Stock of the Registrant to holders of 100% of the Membership Shares of Promark, on a pro-rata basis.

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.

Exhibit Index

2.1     Agreement for Purchase and Sale of Stock and Plan of Reorganization dated May 10, 2010

 

2.2     Financial Statements of ProMark Data and Media Group LLC

 

99.1   Press Release dated June 7, 2010

 

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SIGNATURES

Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED:       June 4, 2010

MADISON AVE. MEDIA, INC.

By:/s/ J. FRANKLIN BRADLEY

J. FRANKLIN BRADLEY

President

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EX-2.1

Exhibit 2.1

AGREEMENT FOR PURCHASE AND SALE OF STOCK

AND PLAN OF REORGANIZATION

     THIS AGREEMENT IS MADE this 10th day of May, 2010 by and among  MADISON AVE. MEDIA, INC. a Delaware Corpora­tion with its principal office at 1515 So. Federal Hwy., Suite 100, Boca Raton, FL 33432 (hereinafter referred to as "Purchaser");  PROMARK DATA AND MEDIA GROUP LLC, a Florida Limited Liability Company with its principal office at 1515 So. Federal Hwy., Suite 100, Boca Raton, FL 33432 (hereinafter referred to as "Acquired Company"); and the Selling Shareholders of Acquired Company set forth in Exhibit "A" attached hereto (hereinafter "Selling Shareholders").

WITNESSETH:

     WHEREAS, the parties desire that Purchaser shall acquire 100% of the issued and outstanding capital stock  of the Acquired Com­pany from the Selling Shareholders, in exchange for the capital stock of Purchaser in the amount and series as set forth in Exhibit "A" attached hereto; and

     WHEREAS, it is the intention of all parties that the exchange of the capital stock contemplated herein shall constitute a "reorganization" as defined in Section 368(a)(1)(B) of the Internal Revenue Code of 1986;

     NOW, THEREFORE, in consideration of these premises, the parties hereto agree as follows:

     1.  EXCHANGE OF SHARES.  The Selling Shareholders and the Acquired Company agree to exchange with the Purchaser 2,000,000 Membership Shares representing 100% of the issued and outstanding capital stock of the Acquired Company in exchange of 33,000,000 Shares of fully-paid and non-assessable Common Stock of the Purchaser, on a pro-rata basis as set forth in Exhibit “A” hereto.

     2.  TAX-FREE EXCHANGE.  It is intended by all parties hereto that the exchange of capital stock contemplated herein shall constitute a "reorganization" as defined in Section 368(a)(1)(B) of the Internal Revenue Code of 1986.

     3.  DELIVERY OF THE STOCK AT CLOSING.  The Closing of this transaction shall be on or before May 31, 2010.  At the time of the closing of this transaction, the Selling Shareholders and the Acquired Company shall deliver to Purchaser the stock certificates representing the Shares pur­chased herein duly issued to Purchaser together with such Revenue Stamps as may be required.  Purchaser shall deliver to Selling Shareholders written instructions in the form of a "window ticket" to Signature Stock Transfer Company, as Transfer Agent for the Purchaser, for the issuance and delivery of the Shares of Common Stock of the Purchaser to the Selling Shareholders.

     4.  REPRESENTATIONS OF THE ACQUIRED COMPANY. The Acquired Company represents and warrants to the Purchaser as follows:

        4.1.  That the Acquired Company was duly organized in the manner set forth below and that the Certificates of Organization have not been revoked or canceled nor has the Corporation been dissolved;

        4.2.   Other than as disclosed on Exhibit attached hereto (if any), there are no lawsuits pending against the Ac­quired Company or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judg­ments, warrants, or levies outstanding against the Acquired Com­pany, its subsidiaries, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against the Acquired Company, nor has the Acquired Company at any time taken any insolvency or bankruptcy actions;

        4.3.   That the Acquired Company has entered into certain Letters of Intent, described in Exhibit “B” hereto, which Letters of Intent are assignable to Purchaser, and which Letters of Intent remain in full force and effect;

        4.4.   That all of the  chattels, trade fixtures, motor vehicles, and equipment owned or utilized by the Acquired Company are free and clear of all liens and encumbrances, except for such liens or security agreements as are set forth in the Balance Sheet of the Acquired Company heretofore provided to Purchaser;

        4.5.    The Consolidated Balance Sheet of the Acquired Company as of March 31, 2010, a copy of which has heretofore been provided to Purchaser, has been prepared in accordance with generally accepted accounting principles consistently applied and accurately and fairly presents the financial condition and liabilities of the Acquired Company as of such date, and that the Selling Shareholders and the Acquired Com­pany shall be liable to Purchaser for any undisclosed liabilities or claims which may appear or be made subsequent to the Closing Date;

        4.6.    The Acquired Company is duly qualified and en­titled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;

        4.7.    The Acquired Company has good marketable title to all of the property and assets (including title in fee simple to all real property) included in the Balance Sheet of the Acquired Company, except, however, property and assets in non-material amounts sold in the ordinary course of business since the date of such Balance Sheet, and that all of the properties and assets are free of all liens, encumbrances, or claims except as set forth in the Balance Sheet;

        4.8.    The Acquired Company is not party to any pending or threatened litigation which might adversely affect the finan­cial condition, business operations, or properties of the Ac­quired Company, nor to the knowledge of the Acquired Company is there any threatened or pending governmental or regulatory inves­tigation, inquiry, or proceeding involving the Acquired Company except as disclosed herein;

        4.9.     All returns for income taxes, surtaxes, and ex­cess profits taxes of the Acquired Company for all periods up to the date of Closing have been duly prepared and filed in good faith and all taxes and assessments shown thereon have been paid or accrued on the Acquired Company's books; all state franchise taxes and real and personal property taxes have been paid as of the dates due; and no proceeding or other action has been taken for the assessment or collection of additional taxes for any such periods;

        4.10.    The business, properties and assets of the Ac­quired Company have not, since the date of the Balance Sheet, been materially and adversely affected as the result of any fire, ex­plosion, natural disaster, governmental act, cancellation of con­tracts, or any other event;

        4.11.  No representation by the Acquired Company, the Selling Shareholders or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction con­tains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of the Ac­quired Company who is seeking full information as to the Acquired Company and its business affairs.

        4.12.   The Acquired Company is a Limited Liability Company duly or­ganized and existing under the laws of the State of Florida, with an authorized capitalization as set forth in its Certificate of Organization attached hereto as an Exhibit; that at the time of Closing it will have issued and outstanding capital stock as set forth in Exhibit "A" attached hereto; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; all voting rights are vested ex­clusively in such capital stock.

     5.  DELIVERY OF CORPORATE RECORDS AT CLOSING.  The Selling Shareholders and the Acquired Company shall cause to be delivered to Purchaser at the time of closing the Corporate Minute Books, Stock Certificate Ledgers and unissued Certifi­cates, and the Corporate Seals of the Acquired Company.

     6.  RESIGNATION OF OFFICERS AND DIRECTORS OF ACQUIRED COMPANY.  At the time of closing, the Acquired Company shall provide to the Board of Directors of the Purchaser written resignations of the Directors and Officers of the Purchaser, effective immediately, and shall cause to be elected as Directors of the Acquired Company those persons nominated by the Board of Directors of the Purchaser.

     7.   UNDERTAKINGS BY THE ACQUIRED COMPANY AND PURCHASER.

7.1.    The Officers and Directors of the Acquired Com­pany shall not cause, suffer or permit the Acquired Company, sub­sequent to the date hereof and prior to the delivery of the Shares as contemplated hereunder, to issue any additional shares or securities; make any distribution to its shareholders; mortgage, pledge, or subject to lien or encumbrance any of its properties or assets except in the ordinary course of its busi­ness; sell or transfer any of its assets, tangible or intangible, except in the ordinary or usual course of business; incur or be­come liable for any obligations or liabilities except for current l iabilities incurred in the ordinary and usual course of busi­ness; or increase the rate of compensation of its Officers;

        7.2.    During the period prior to the closing date hereunder  the Acquired Company and the Purchaser shall conduct its business opera­tions in the usual and normal course.

     8.  REPRESENTATIONS BY THE PURCHASER.  The Purchaser repre­sents and warrants to the Acquired Company as follows:

        8.1.  The Purchaser was incorporated in 2008 pursuant to the laws of the State of Delaware, with an authorized capitalization of 150,000,000 Shares of Common Stock ($.0001 par value).

        8.2.   The audited financial statements for the year ended August 31, 2009 and the unaudited financial statements for the six months ended February 28, 2010 heretofore provided to the Acquired Company fully and accurately set forth the stockholdings, capitalization, obligations, manage­ment structure, business operations, and financial condition of the Purchaser, and no material changes have occurred that would materially affect said statements.

        8.3.  The Purchaser's securities have been registered for public sale pursuant to a Registration Statement filed under the Securities Act of 1933, as amended, and declared effective by the Securities and Exchange Commission, and that all reports required to be filed by the Purchaser pursuant to the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934 have been duly filed as of the date of the Closing.
    

     9.  CONDITIONS PRECEDENT TO CLOSING.  All obligations of Pur­chaser under this Agreement are subject to the fulfillment, on or prior to the closing date, of each of the following conditions:

       9.1.  That the representations of the Acquired Company and of the Purchaser shall be true at and as of the closing date as though such repre­sentations were made at and as of such time;

       9.2.  That Purchaser shall have received a written opinion, dated on the closing date, of counsel representing the Acquired Company, to the effect that the Acquired Company has been duly incorporated and is in good standing under the laws of the State of its organization with a capitalization as repre­sented in this Agreement; that the Acquired Company is duly licensed or qualified to do business in any and all States or jurisdictions in which it does business or where in the opinion of Counsel such qualification is required;  that such counsel knows of no litigation, investigation, or governmental proceeding pending or threatened against the Acquired Company which might result in any material adverse change in the business, properties, or financial condition of the Acq uired Company or in any liability on the part of the Acquired Company; and that the assignment and delivery of the Shares of the Acquired Company pur­suant to this Agreement will vest in Purchaser all right, title and interest in and to such Shares, free and clear of all liens, encumbrances and equities.

        9.3.  That Purchaser shall have received a certificate dated on the closing date and signed by the President of the Ac­quired Company, that since the date of this Agreement the Ac­quired Company has not done or permitted to be done any of the acts or things prohibited by this Agreement;

        9.4.  That the auditors and accountants appointed by the Purchaser to examine the books and records of the Acquired Company shall not as of the closing date have rendered a report to Purchaser stating that the financial condition of Acquired Com­pany is not substantially as represented herein or that in their opinion the Acquired Company has contingent liabilities material in amount beyond that described in the Balance Sheet annexed hereto or as disclosed herein;

        9.5.  That no claim or liability not fully covered by in­surance shall have been asserted against the Acquired Company nor has it suffered any loss on account of fire, flood, accident or other calamity of such a character as to materially adversely af­fect their financial condition, regardless of whether or not such loss shall have been insured, and that Purchaser shall have received on the closing date a certificate signed by the Presi­dent of the Acquired Company so stating;

        9.6.  That all covenants and indemnifications made herein by the Acquired Company which are to be performed at or prior to closing shall have been duly performed;

     10.  APPROVALS AND RATIFICATIONS.  All transactions con­templated by this Agreement shall be subject to the approval and ratification of the Boards of Directors and Shareholders of the Acquired Company and of the Purchaser, and to the approval of Counsel for the Acquired Company and Purchaser.

     11.  CLOSING DATE.  The closing under this Agreement shall take place at the offices of Purchaser on or about May 31, 2010, and that all other required approvals and ratifications shall be obtained by the respective parties at least 48 hours prior thereto.

     12.  NOTICES.  All notices under this Agreement shall be in writing and addressed to the parties at the addresses hereinabove set forth, and shall be mailed by certified mail, return receipt requested.

     13.  SUCCESSORS AND ASSIGNS.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns, provided, however, that this Agreement cannot be assigned by any party except by or with the written consent of all parties hereto.  Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other that the parties hereto and their respective legal representatives, succes­sors and assigns any rights or benefits under or by reason of this Agreement.

     14.  LAW GOVERNING.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

     15.  COUNTERPARTS.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

      16. ENTIRE AGREEMENT. This  Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussion, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.

      17. CAPTIONS.  The captions used herein are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

      18. WAIVER, AMENDMENT or MODIFICATION. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof (other than by written waiver) shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by all of the parties hereto.

      19. RULES OF CONSTRUCTION. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have respectively ex­ecuted this Agreement as of the day and year first written above.

PURCHASER:                 MADISON AVE. MEDIA, INC.

                                By:______________________________

ACQUIRED COMPANY:          PROMARK DATA AND MEDIA GROUP LLC

                                By:______________________________

SELLING SHAREHOLDERS:      Attached Hereto as Exhibit "A"

"EXHIBIT "A"

LIST OF SELLING SHAREHOLDERS

EXHIBIT “B”

LETTERS OF INTENT

EX-2.2

Exhibit 2.2

PROMARK DATA AND MEDIA GROUP, LLC
BALANCE SHEET
February 28, 2010 and August 31, 2009
	2010			2009
ASSETS
Current assets:
Cash	$	17,196		$	11,159
Accounts receivable		97,889			15,413
Total current assets		115,085			26,572
Property and equipment, net		73,308			-
Total assets	$	188,394		$	26,572
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable	$	86,967		$	17,205
Payroll liabilities		24,536			6,902
Due to related parties		321,234			346,314
Total current liabilities		432,737			370,421
Total liabilities		432,737			370,421
Members Units		425,000			-
Accumulated deficit		(669,343	)		(343,848	)
Total liabilities and net assets	$	188,394		$	26,573
See accompanying notes

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PROMARK DATA AND MEDIA GROUP, LLC
STATEMENT OF OPERATIONS
				October 13, 2008
	September 1, 2009			(inception)
	through			through
	February 28,			August 31,
	2010			2009
Revenues	$	244,961		$	195,484
Cost of revenues		79,864			83,370
Gross revenue		165,097			112,114
Expenses:
Sales and marketing		219,678			173,042
General and administrative		253,115			282,920
Depreciation and amortization		17,798			-
Total expenses		490,591			455,962
Loss from operations		(325,494	)		(343,848	)
Net loss	$	(325,494	)	$	(343,848	)
See accompanying notes.

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PROMARK DATA AND MEDIA GROUP, LLC
STATEMENT OF CASH FLOWS
				October 13, 2008
	September 1, 2009			(inception)
	through			through
	February 28,			August 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(325,494	)	$	(343,848	)
Adjustments to reconcile increase(decrease) in net assets to cash provided by operating activities:
Depreciation		17,798			-
Amortization		-			-
Changes in operating assets and liabilities:
Increase in accounts receivable		(82,476	)		(15,413	)
Increase in accounts payables		69,762			17,205
Increase payroll liabilities		17,634			6,902
Increase in amounts due to related parties		(25,079	)		346,313
Net cash (used in) provided by operating activities		(327,857	)		11,159
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(91,106	)		-
Net (cash used) in investing activities		(91,106	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in members unit		425,000
Net cash used in provided by financing activities		425,000			-
(DECREASE) INCREASE IN CASH		6,037			11,159
CASH - BEGINNING OF YEAR		11,159			-
CASH - END OF YEAR	$	17,196		$	11,159
See accompanying notes.

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PROMARK DATA AND MEDIA GROUP, LLC

NOTES TO FINANCIAL STATEMENTS

February 28, 2010 and August 31, 2009

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operation.  Promark Data & Media Group, LLC was incorporated on October 13, 2008, under the laws of the State of Florida.  The Company commenced operations as a October, 15, 2008.

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 Unit. Basic loss per members unit is computed by dividing net loss by the weighted average number of members units outstanding during the specified period.  Diluted loss per member unit is computed by dividing net loss by the weighted average number of member unit and potential member unit during the specified period. The Company has no potentially dilutive securities.

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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, 2009 and 2008 the effective rates were:

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

	February, 28			August, 31
	2010			2009
Statutory federal income tax rate		34	%		34	%
Valuation allowance		(34	)		(34	)
Effective tax rate		-	%		-	%

The Company has a net operating loss carry forward as of February 28, 2010 of approximately $669,343 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forwards expire at various dates through 2030.

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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 period October 13, 2008 to August 31, 2009 of $343,848 and cumulatively since inception for the period October 13, 2008 to February 28, 2010 of $669,343. 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 related company. 

3. FIXED ASSETS

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

	February 28,		August 31,
	2010		2009
Computer software	$	83,700	$	0
Furniture and fixtures		7,403		-
		91,106	$	0
Depreciation		17,798		-
	$	73,308	$	0

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4. MEMBERS EQUITY

The Company has authorized and issued 2,000,000 units of $ 0.0001 par value to founding members of the Company.

5. COMMITMENTS AND CONTINGENCIES-

The Company rents office space in Boca Raton, Florida under an annual sublease that commenced in April 2009. The total rent for 2009 was $30,000.  Future lease expenses are approximately $360,000 annually.  The sublease was made and entered into with a related party.

6. 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. The total advanced during the period October 13, 2008 to February 28, 2010 was $746,234, of which $400,000 has been converted to equity leaving a balance due of $346,234.

7. 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.

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EX-99.1 4 madison8k20100531ex99-1.htm PRESS RELEASE DATED JUNE 7, 2010

Exhibit 99.1

Madison Ave. Media Completes Acquisition

BOCA RATON, Fla. - June 8, 2010 - Madison Ave. Media, Inc. (OTCBB: KHZM), formerly Kahzam, Inc., announced today that the Company has completed the acquisition of 100% of the capital stock of ProMark Data and Media Group, LLC, a Florida limited liability company, in a share-for-share transaction. ProMark is a full-service online marketing firm specializing in permission based opt-in e-mail data, Mobile SMS, e-mail append, as well as traditional postal data. The transaction was finalized today according to an announcement by Stephen F. Molinari, the Chairman of ProMark and Chairman of the Board of the Company.

“ProMark Data and Media, Inc.,” Molinari stated, “plays an integral role in the delivery of our many products and services to our customers.  As an advanced digital media company,” Molinari continued, “Madison Ave. Media offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries.”  He concluded, “Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Those services address the complete digital media value chain, combining the best practices of comprehensive media solutions, accelerated with the power of technology.”

ABOUT Madison Ave. Media

Madison Ave. Media owns and delivers an integrated matrix of business and proprietary digital media resources. Separately or in synergy, these resources generate significant potential revenue and returns. Madison Ave. Media also owns and deploys advanced digital communications, Web, business intelligence and other technologies, directly and on behalf of clients. The 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.

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 $320B/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.

  

For more information about Madison Ave. Media, Inc., or to arrange an interview with Chairman Stephen Molinari, please contact Ned Barnett at 702-696-1200 or ned@groupmolinari.com.

Contacts

Wall Street Media Relations

Ned Barnett, 702-696-1200

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EX-99.1

Exhibit 99.1

Madison Ave. Media Completes Acquisition

BOCA RATON, Fla. - June 8, 2010 - Madison Ave. Media, Inc. (OTCBB: KHZM), formerly Kahzam, Inc., announced today that the Company has completed the acquisition of 100% of the capital stock of ProMark Data and Media Group, LLC, a Florida limited liability company, in a share-for-share transaction. ProMark is a full-service online marketing firm specializing in permission based opt-in e-mail data, Mobile SMS, e-mail append, as well as traditional postal data. The transaction was finalized today according to an announcement by Stephen F. Molinari, the Chairman of ProMark and Chairman of the Board of the Company.

“ProMark Data and Media, Inc.,” Molinari stated, “plays an integral role in the delivery of our many products and services to our customers.  As an advanced digital media company,” Molinari continued, “Madison Ave. Media offers a differentiated and competitive array of marketing technologies and services to clients in multiple industries.”  He concluded, “Our technology and services bring advanced, highly productive marketing, communications and advertising solutions to clients. Those services address the complete digital media value chain, combining the best practices of comprehensive media solutions, accelerated with the power of technology.”

ABOUT Madison Ave. Media

Madison Ave. Media owns and delivers an integrated matrix of business and proprietary digital media resources. Separately or in synergy, these resources generate significant potential revenue and returns. Madison Ave. Media also owns and deploys advanced digital communications, Web, business intelligence and other technologies, directly and on behalf of clients. The 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.

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 $320B/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.

  

For more information about Madison Ave. Media, Inc., or to arrange an interview with Chairman Stephen Molinari, please contact Ned Barnett at 702-696-1200 or ned@groupmolinari.com.

Contacts

Wall Street Media Relations

Ned Barnett, 702-696-1200