U.
      S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


FORM
      10-KSB





[X]
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2005





[
 ]
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934 For the transition period from to





Commission
      File No. 333-47699





**MEDIAMAX
      TECHNOLOGY CORPORATION**


(formerly
      Quiet Tiger, Inc.)


(Name
      of
      small business issuer in its charter)







Nevada
            77-0140428(State
                or other jurisdiction of
                incorporation or organization)
            (I.R.S.
                Employer Identification
                Number)







886
                N. COFCO Center Court, Suite 1053,
                Phoenix, AZ.
            85008(Address
                of principal
                executive offices)
            (Zip
                Code)











Issuer's
      telephone number: (602) 267-3800





Securities
      registered pursuant to Section 12(b) of the Exchange Act: None





Securities
      registered pursuant to Section 12(g) of the Exchange Act: None





(Common
      Stock (Par Value $.01 Per Share)


Title
      of
      Class





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 past 90 days.[X] Yes [ ]No.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [X]





State
      issuer's revenues for its most recent fiscal year: $230,854





Based
      on
      the closing sales price of approximately $.02 per share of the Common Stock
      on
      March 13, 2006, the aggregate market value of the voting stock of registrant
      held by non-affiliates was $2,732,223.





The
      registrant has one class of Common Stock with 192,340,992 shares outstanding
      as
      of March 13, 2006.





Documents
      Incorporated By Reference: None





Transitional
      Small Business Issuer Disclosure Format (check one):


Yes
      [  ] No [X].




1






Table
        of
        Contents
 
  PART
                      IITEM
                      1. DESCRIPTION OF BUSINESS
                  3ITEM
                      2. DESCRIPTION OF PROPERTY
                  14ITEM
                      3. LEGAL PROCEEDINGS
                  14ITEM
                      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART
                      IIITEM
                      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                      MATTERS
                  14ITEM
                      6. MANAGEMENT'S PLAN OF OPERATION
                  16ITEM
                      7. FINANCIAL STATEMENTS
                  21ITEM
                      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                      AND
                      FINANCIAL DISCLOSURE
                  21ITEM
                      8A. CONTROLS AND PROCEDURES
                  21PART
                      IIIITEM
                      9. DIRECTORS AND EXECUTIVE OFFICERS
                  21ITEM
                      10. EXECUTIVE COMPENSATION
                  22ITEM
                      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENT
                  26ITEM
                      12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
                  26ITEM
                      13. EXHIBITS AND REPORTS ON FORM 8- K
                  28ITEM
                      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
                  30SIGNATURES
                  30CERTIFICATONS
                  32
  2


PART
      I








This
      Report on Form 10-KSB and documents incorporated herein by reference contain
      certain "forward-looking statements" as defined by the Private Securities
      Litigation Reform Act of 1995 which involve substantial risks and uncertainties.
      When used in this report and in other reports filed by the Company, the
      forward-looking statements are often identified by the use of such terms and
      phrases as "anticipates," "believes," "intends," "estimates," "plans,"
      "expects," "seeks," "scheduled," "foreseeable future" and similar expressions.
      Although the Company believes the understandings and assumptions on which the
      forward-looking statements in this report are based are reasonable, the
      Company's actual results, performances and achievements could differ materially
      from the results in, or implied by, these forward-looking statements. Certain
      factors that could cause or contribute to such differences include those
      discussed in "Management's Plan of Operations" and elsewhere
      herein.








ITEM
      1.
      DESCRIPTION OF BUSINESS





a.
      GENERAL DEVELOPMENT OF BUSINESS





Form
      and
      Year of Organization





Originally
      formed as an Idaho corporation in the early 1900s, the Company's predecessor
      was
      not successful in the exploration of mining properties. In 1988 the predecessor
      was merged into a newly-formed Nevada corporation as Eastern Star Mining, Inc.
      and it was inactive thereafter, with no assets or liabilities through the end
      of
      1996. In early 1997 the corporation was reactivated when the holder of a
      majority of the outstanding common stock transferred control of the inactive
      corporation. The transferee elected new directors and officers and caused the
      Company to effect a 10-into-1 reverse stock split. Thereafter, the Company
      raised capital through the sale of its securities and acquired an interest
      in
      its oil and gas properties for cash and common stock. The name of the
      corporation was changed to Fan Energy Inc. in December 1997. The Company
      conducted no business activities until 1998 when it participated in drilling
      oil
      and gas wells.




On
      December 24, 2001, the Company effected a share consolidation of one new common
      share for each fifteen pre-consolidated shares.




On
      June
      28, 2002, the Company effected a forward stock split of 9.3563 shares for 1
      share.




On
      February 20, 2003, the Company effected a name change and a new CUSIP number.
      The name was changed from Fan Energy Inc. to Quiet Tiger Inc. The name change
      was approved by a majority of the shareholders of the Company on January 21,
      2003 as described in a definitive Form 14C as filed with the Securities and
      Exchange Commission on January 21, 2003.





On
      March
      23, 2005 the Company effected a name change and a new CUSIP number. The name
      was
      changed from Quiet Tiger Inc. to MediaMax Technology Corporation. The name
      change was approved by a majority of the shareholders of the Company on February
      18, 2005 as described in a definitive Form 14C as filed with the Securities
      and
      Exchange Commission on March 1, 2005.




All
      share
      amounts in this Form 10-KSB for the year ended December 31, 2004 have been
      adjusted to include all reverse and forward stock splits including the post
      reverse of December 24, 2001 and post forward stock split of June 28, 2002
      unless otherwise indicated.








General
      Business Development and Material Transactions





On
      January 8, 2001, the Company acquired plant, equipment and other assets,
      including specialized disk refurbishing equipment, manufacturing set-ups, real
      estate lease, fixtures and related equipment and other property with an
      estimated fair value of at least $3.8 million from four independent sellers.
      In
      consideration for the acquisition of the assets, the Company issued 12,007,252
      shares of its restricted common stock to the sellers. The equipment valuation
      was determined by a discounted cash flow of projected operating income using
      a
      maximum cost of funds of 20% per annum. This was further supported by an
      independent expert’s valuation opinion of the replacement value of the
      equipment. In determining the


3


amount
      of
      Company’s consideration for the assets, the parties estimated the present fair
      market value of all such assets to be equivalent to approximately $.32 per
      share
      issued. Also on January 8, 2001, the Company sold 2,027,198 shares of restricted
      common stock to one of the sellers for $650,000, of which $600,000 was paid
      by a
      secured note. The assets acquired by the Company constituted plant, equipment
      and other physical property intended to be used in the manufacture of 3.5 inch
      micro floppy disks. None of the assets were previously used in such a business
      by the sellers.





On
      May 3,
      2002, the Company acquired from Project 1000 Inc. “P1”, a wholly owned
      subsidiary of SunnComm International, Inc. “SunnComm”, “Digital Content Cloaking
      TechnologyTM", known as MediaClôQ or MediaMaker (“P1 Technology”), which is a set
      of methodologies that are designed to work together to thwart illegal copying
      or
      ripping of optical media that complies to IEC 90608 Redbook standards. Each
      of
      the methodologies used is meant to work toward defeating the various software
      products currently available on the market today that are used for the purpose
      of making illegal copies of CDs or of individual audio tracks. The Assets
      include, but are not limited to, P1‘s proprietary property which includes all
      English and foreign language, all commercial and non-commercial, and all present
      and future versions thereof, and all required and/or relevant P1 Documentation,
      Intellectual Property Rights and other proprietary rights therein, and
      Derivatives thereof that is required and/or relevant to the development of
      current and future versions. The Company issued 23,837,710 restricted common
      shares to P1 for the P1 Technology resulting in a change of control of the
      Company. The P1 Technology was recorded by the Company at P1’s
      cost.





At
      December 31, 2003, the Company impai red
      all
      of its MediaClōQ technology for $674,629 because it determined that it could not
      be sold due to its inability to work on all DVD players.





On
      January 28, 2004 the Company entered into a binding Memorandum of Understanding,
      "MOU", with DarkNoise Technologies Limited, a United Kingdom company,
      "DarkNoise". Under the terms of the MOU, the Company would acquire all of
      DarkNoise and its technologies for $150,000 US in cash and a minimum of
      10,000,000 restricted common shares of the Company. The Company paid a total
      of
      $70,000 in cash to DarkNoise and incurred $30,000 of consulting fees pertaining
      to the potential acquisition.





On
      March
      18, 2005, the Company reached a definitive agreement with DarkNoise to transfer
      only intellectual property and select equipment including inventions, pending
      patents, research and development and property relating to current joint
      development initiatives as consideration for the $70,000 previously advanced.
      The Company plans to further develop the technology in order to ensure
      effectiveness and compatibility with MediaMax. The company intends to share
      the
      research and development to date and the intellectual property with SunnComm
      and
      one of its strategic technology partners in the academic community, which
      specializes in audio processing and music engineering. It is anticipated that
      this methodology could yield substantial incremental levels of protection within
      the current MediaMax technology.





Once
      developed and integrated, the Agreement requires the Company to undertake sales
      and marketing of the product. DarkNoise will receive a 25% royalty on the
      incremental net revenues generated by the inclusion of the technology with
      the
      product or products being marketed by the Company at that time.





On
      March
      4, 2004, the Company acquired an Exclusive Marketing Agreement from SunnComm,
      which gives the Company the exclusive worldwide marketing rights for SunnComm’s
      optical media enhancement and control technologies. The Agreement
      shall remain exclusive so long as the Company pays SunnComm $138,000 per month
      to be applied against current and future royalties owed SunnComm, and a monthly
      administrative support fee of Twelve Thousand Dollars ($12,000).





On
      September 21, 2005 MediaMax executed a Second Amendment to the Marketing
      Agreement which included a provision giving MediaMax a waiver from making
      advanced royalty payments through June 30, 2006. Although the advanced royalty
      waiver within the Second Amended Marketing Agreement became immediately
      effective on September 21, 2005, the other provisions within the Second Amended
      Marketing Agreement will only become effective if the planned merger with
      SunnComm does not occur because of certain specified reasons including
      SunnComm's failure as defined in the Merger Agreement. If it does become
      effective, the percentage of revenues on sales or licenses of SunnComm products
      retained by the company would, in general increase to 50% from 40% for the
      first
      $3.6 million in annual sales, SunnComm's license grants would remain exclusive
      for at least five years (even if the agreement is subsequently
      terminated).


4


In
      addition, the Second Marketing Agreement requires the source code for the
      licensed SunnComm products to be deposited into a source code escrow account.
      The Waiver Letter provides that any defaults on MediaMax’s part, pertaining to
      advance royalty payments, are waived by SunnComm until the earlier of June
      30,
      2006 or the date on which it is publicly announced that the merger will not
      be
      consummated (if such ever occurs) and also that no termination of the Marketing
      Agreement by SunnComm due to any default of MediaMax may occur until after
      June
      30, 2006.





At
      December 31, 2005 the Company fully impaired the exclusive marketing agreement
      given the current uncertainty in the marketplace for copy protection
      technologies.





b.
      BUSINESS OF MEDIAMAX TECHNOLOGY CORPORATION





Music
      Industry:





According
      to a recent report by the International Federation of Phonographic Industry
      (IFPI), one in three music discs sold worldwide is an unauthorized copy,
      creating a $4.6 billion music pirate market and resulting in a unit ("CD")
      sales
      drop of approximately 10% year-over-year for the past four years. In addition,
      the International Intellectual Property Alliance ("IIPA") estimated that
      copyright piracy, not including Internet piracy, around the world inflicts
      $20-$22 billion in annual losses to the U.S. copyright industries. As technology
      has become more advanced and efficient, unauthorized copying activity has
      increased due to its ease and simplicity.





The
      music
      industry has been implementing strategies to stop the recurring sales declines,
      including CD content protection and digital rights management technologies.
      These initiatives are designed to manage the copying of music CDs to a PC,
      CD-R,
      or the downloading of digital music files from the internet including
      peer-to-peer networks.





In
      November of 2005, Sony BMG came under scrutiny and subsequently was served
      with
      several class action lawsuits after a computer programmer uncovered the use
      of
      rootkit programming in First 4 Internet’s XCP product. First 4 Internet was one
      of Sony BMG’s 2 content protection vendors in the U.S. and a direct competitor
      to the MediaMax product. Rootkits
      are cloaking technologies that hide files, registry keys, and other system
      objects from users as well as from diagnostic and security software. Rootkits
      are often used by malware attempting to keep their implementation
      hidden.





Intense
      media coverage encouraged security companies and consumer advocacy groups such
      as the Electronic Frontier Foundation (EFF) to shift their focus of attention
      to
      include all active U.S. content protection vendors including SunnComm and the
      MediaMax product. While SunnComm was not found to use questionable programming
      practices, a potential security vulnerability was identified. SunnComm quickly
      addressed the issue with a software update that was made publicly available
      by
      providing a link on its web site as well as Sony BMG’s web site. It is important
      to note that all s oftware
      companies are expected to routinely issue patches and updates.





In
      conjunction with the aforementioned, issue was taken with certain software
      component installation procedures (MediaMax software loaded files onto a
      person’s computer before the EULA “End User License Agreement” displayed) and
      certain product behavior in association with verbiage implemented in Sony BMG’s
      EULA. SunnComm was named in two separate class action lawsuits, one in NY and
      one most recently in Canada. A preliminary settlement and approval have been
      entered in the NY class action lawsuit. MediaMax was added to the NY case on
      the
      advice of council to ensure MediaMax is fully indemnified with respect to Sony
      BMG’s use of the product. The preliminary approved settlement in the NY case
      does not require MediaMax to contribute to any damages. As addition to the
      class
      action suits MediaMax and SunnComm have chosen to fully cooperate with the
      Electronic Frontier Foundation (EFF) and other consumer advocacy groups as
      a
      matter of good and responsible business practice.





A
      US
      District Court in New York gave preliminary approval on January 6, 2005 to
      a
      settlement covering most of the outstanding class action lawsuits requiring
      Sony
      BMG to recall all of their CDs that contained the First 4 Internet XCP software.
      MediaMax protected CDs were not required to be recalled. The outcome for
      SunnComm resulted in their agreeing to cease current and future production
      of
      its MediaMax version 3 and MediaMax version 5 products. In addition, SunnComm
      contacted all of its clients in order to discuss available avenues for ensuring
      proper notification of any potential security issues for consumers. SunnComm
      also posted a removal link on its customer support site. MediaMax was not
      required to contribute to this settlement.


5







As
      challenging as this was for the Company and industry, the ensuing benefit may
      be
      the standardization of DRM technology and its implementation. Furthermore,
      as
      the industry moves forward with acceptable content protection for its artist’s
      recordings, we believe that SunnComm’s MediaMax will have been the most
      scrutinized DRM software in the market. It is the belief of management that
      the
      use of content protection on CDs will continue once the current cases are
      settled and a set of industry best practices are defined. MediaMax and SunnComm
      are working diligently with various groups in order to define the required
      best
      practices.





Movie
      Industry:





Unauthorized
      copying has resulted in billions of dollars of lost revenues for industry-wide
      content owners. The Motion Picture Association of America (MPAA) and its
      international counterpart, the Motion Picture Association (MPA), estimate that
      the U.S. motion picture industry loses in excess of $3 billion annually in
      potential worldwide revenue due to piracy. Due to the difficulty in calculating
      Internet piracy losses, these figures only include the losses from the
      unauthorized copying of physical product.





It
      is
      important to understand that the film industry rests upon a fragile fiscal
      base.
      Each film entails a massive upfront investment with absolutely no guarantee
      of
      return. The average film costs over $100 million to make and market, with only
      one in ten films recouping this investment through its theatrical release.
      Six
      in ten films never break even.





In
      its
      efforts to recoup the considerable investment required to make and market a
      movie, the film industry relies heavily on secondary product markets including
      foreign distribution and the home video/DVD sector. Often times, breaking even
      or turning a profit on a movie is dependent on its’ success in the secondary
      markets. It is these essential secondary markets, especially home video and
      foreign distribution that are most vulnerable to the corrosive effects of
      piracy.





Principal
      Products or Services and their Markets





The
      Company has an Exclusive Marketing Agreement with SunnComm to market, advertise,
      distribute and sublicense the SunnComm products throughout the world. SunnComm
      contracted with the Company for its marketing and sales services because it
      believes it is more cost efficient for marketing experts to devote their
      full-time efforts in the selling of their products and informing SunnComm of
      what the customers and end-users are requesting. This also enables SunnComm
      to
      focus exclusively on their research and development of future products and
      upgrades for the marketplace.





The
      SunnComm products that the Company markets are various implementations of a
      content protection and enhancement product line called MediaMax.




The
      current markets for MediaMax have been all major and independent record
      companies along with their artists, producers and CD manufacturers which may
      be
      concerned over lost revenues to unauthorized copying. To date, the company
      has
      primarily focused its technical expertise on the refinement of products for
      the
      music industry. SunnComm’s potential customer base has been comprised of the
      four major music labels (Sony BMG, EMI, Universal and Warner Music) and numerous
      independent labels. Collectively these organizations account for more than
      2
      billion music CD's annually. An ancillary market also exists for content
      protection within the music studios as well as pre-release promotional CD's
      sent
      to music stations and promoters.





MediaMax
      version 6 is the next generation CD content protection and enhancement product
      being developed and marketed to the music industry. In addition to the features
      provided in previous MediaMax versions, version 6 will support variable bit
      rate
      encoding allowing the CD buyer to select the audio quality when copying tracks
      to a computer. Version 6 will also offer support for full internationalization
      including supporting interface text, commands, menus, buttons, alerts, etc.
      Support is also expected for iTunes and the increasingly popular iPod. MediaMax
      version 6 is expected to be commercially released in the third quarter of 2006.





6


The
        company is also aggressively diversifying its product offerings to include
        technologies for several vertical markets, including DVD content protection,
        DVD
        enhancement, pre-release content protection, Online Music Stores, Music Kiosks
        and Karaoke CDs. The company has also





Perfect
      Placement allows dynamic banner ads to be placed on a CD. These banner ads
      can
      be changed using content on the CD or using an internet connection to retrieve
      updated banners from centrally located servers. Banner ads have been used on
      millions of CDs to present additional, value added information to users of
      the
      CD.





TuneShare
      / MusicMail allows consumers to legally share their music in a limited manor.
      A
      limited use Music file can be shared with family and friends to introduce them
      to a specific song. Using standard Microsoft DRM components, the use of the
      music file can be limited to a number of days or even a number of
      plays.





Encode
      of
      the FlyTM technology enables the music consumer to make a legal copy of their CD
      to the computer. The music files copied to the consumers PC enable both PC
      and
      portable device playability while limiting the ability to share the music
      files.





Under
      the
      strategic roll-out plan, DVD enhancement will be the next product to be
      released. DVD enhancements are designed as a new hybrid DVD/CD patent-pending
      entertainment technology. Residing on a DVD, this software will enable the
      consumer to emulate the experience of listening to a CD on a computer. DVD
      enhancement products will provide an alternative to more expensive options
      like
      the DualDisc or including a CD and a DVD in a single consumer product. DVD
      enhancement is equivalent to including an additional physical CD in the DVD
      package without the associated expense. Using a simple menu option on the DVD,
      users will be able to burn authorized music CDs and copy content directly onto
      their computer or transfer the content to portable digital devices.





The
      potential market for this product ranges from our current and prospective record
      label customers and their artists to movie and TV studios, concert producers,
      music video directors and home entertainment distributors who are looking for
      added opportunities when vying for the consumers’ entertainment dollar. The
      sales cycle for DVD enhancement has been started and it is expected to be
      commercially released in the third quarter of 2006.





In
      order
      to ensure the quality and security of the MediaMax line of products, the Company
      will initiate a process that enlists a peer review of SunnComm’s new products by
      industry experts as well as qualified consumer advocate groups. In an effort
      to
      minimize the number of peer reviews, all reviews will be initiated after
      potential customers have completed their review of the product functionality.








Product
      Status and Distribution Methods





In
      May
      2002, the company acquired the MediaCloQ technology from SunnComm. MediaCloQ
      was
      designed by prioritizing security over playability, which resulted in it not
      complying with the CD Redbook Standard.





During
      2002 and 2003, MediaMax purposely kept MediaCloQ off the market until it was
      able to define a marketing plan. The company anticipated a plan that could
      involve selling MediaCloQ in conjunction with MediaMax or establishing a
      marketing team to sell MediaCloQ as a stand-alone product. During the fourth
      quarter of 2003, the company determined from its discussions with major record
      labels that they believed the MediaMax technology would address their needs
      with
      some enhancements and that there was no identifiable market for MediaCloQ.
      The
      primary basis for the company’s decision not to market MediaCloQ was that it was
      not compliant with the CD Redbook Standard, which could result in significant
      playability issues.





As
      a
      result of company discussions, MediaMax completely impaired MediaCloQ during
      the
      fourth quarter of 2003 and entered into an Exclusive Marketing Agreement for
      MediaMax during the first quarter of 2004.





As
      a
      consequence of recent events (see Industry background), MediaMax version 3
      and
      version 5 have been retired. The company is replacing this product with MediaMax
      version 6 (see Principal Products or Services and their Markets).


7





Licensing
      agreements are already in place with several major record labels as well as
      independent record labels for the MediaMax technology which has generated
      revenue without significant consumer complaints. In 2004 and 2005, several
      commercial CD releases containing the MediaMax technology sold in excess of
      one
      million copies with a couple selling more than two million copies, thus becoming
      the first Gold and Double-Platinum content protected CDs in the U.S.





MediaMax’s
      expanding network of music and entertainment industry contacts has provided
      the
      company with the ability to guide the SunnComm team in its strategic growth
      of
      new and existing product lines. MediaMax has also secured licensing agreements
      on behalf of SunnComm with international CD and DVD manufacturers. The
      agreements give these manufacturers the right to manufacture, distribute, sell
      and permit their facilities to license the MediaMax technology to fulfill their
      customers' orders. SunnComm also is under software licensing agreements with
      a
      couple of companies that believe they can sell MediaMax concurrently with their
      anti-piracy technologies. In addition to these agreements, SunnComm has signed
      licensing agreements with three of the four major record labels and several
      independent record labels, effectively providing distribution for the MediaMax
      technology. The company receives at least 40% of the revenues derived from
      MediaMax sales under these agreements.





Given
      the
      current uncertainty in the marketplace for copy protection technologies,
      management believes it appropriate to write off the value of the current
      marketing agreement.  It is expected that wide use of copy protection will
      not take place until such time as standards are defined and the pending legal
      cases have been adequately resolved.  Management believes the protection of
      intellectual property is critical to the success of content creators and content
      owners alike.  The Company continues to work with its customers and
      consumer advocacy groups to both resolve the open litigation and develop a
      set
      of standards and guidelines for copy protection technologies moving
      forward.  Many of the required standards and guidelines have already been
      agreed to as evidenced by SunnComm’s public response on February 2, 2006 to an
      open letter from the Electronic Frontier Foundation (EFF) dated December 9,
      2005.  The EFF’s open letter to The Company requested commitment to various
      best practices with respect to the development and use of copy protection
      technologies.





Competition





During
      2005, the Company’s most significant active competitor in the U.S. market was
      First 4 Internet. XCP, First 4 Internet’s flagship product is alleged to have
      been designed with "rootkit" like qualities and written with the intent of
      concealing its presence and operation from the owner of the computer. It is
      also
      alleged that once installed, it opened various security vulnerabilities.
      Allegations have also surfaced indicating First 4 Internet has infringed on
      software code written by other developers.





These
      findings lead to the filing of several class-action lawsuits against the major
      record label they were associated with in November of 2005. These lawsuits
      effectively put a halt to the content protection industry along with a recall
      of
      all XCP content protected discs (see Industry Background).





The
      most
      significant international competitor known to SunnComm and MediaMax for content
      protection of music is Macrovision Corporation. Macrovision is a large
      conglomerate with approximately $182.1 million in total net revenue for 2004.
      A
      large part of its business involves copy protection of computer software,
      videos, music and pay per view satellite and cable broadcasts. Copy protection
      of prerecorded music CDs is a smaller part of the business with their Music
      Technology group generating approximately $4.6 million in revenue during 2003
      (the last period that revenue attributed to CD copy protection technology and
      other music specific protection technologies was broken out
      separately).





Macrovision
      is actively involved in developing and marketing various technologies to meet
      the needs of emerging software, video and music delivery systems, as well as
      technologies to prevent the unauthorized copying of music CDs. Its products,
      in
      this include: (CDS-100(TM), CDS-200(TM), CDS-300(TM) and TotalPlay
      CD(TM)).





8


Macrovision
        claims the CDS-100, CDS-200 and CDS-300 solutions have been used on over
        400
        million music CDs worldwide through 2004. Of the total number of content
        protected CDs produced worldwide, approximately 60% were distributed in the
        Asia
        Pacific region (principally Japan), 35% in Western Europe, and 5% in North
        America, South America, and the rest





MediaMax’s
      method of competition is to sell a content protection technology that does
      not
      interfere with the music on the protected CD and is compliant with the CD
      Redbook Standard. Further, MediaMax provides an enhanced consumer experience
      by
      supplying videos, photo galleries, lyrics, biographies and other value added
      content when the CD is used with a computer.





MediaMax
      will continue to expand its product line of content protection and enhancement
      products across optical and other portable media applications as well as digital
      content applications by relying on the strength of its current tested and
      accepted underlying core technology.








Suppliers
      and Customers for Content Protection and Enhancement Technology





The
      Company does not require raw materials for the creation of its intellectual
      property.





During
      February 2004, an Exclusive Marketing Agreement with SunnComm was signed to
      license its audio and video content management and protection technologies
      and
      was subsequently amended for the second time on September 21, 2005. MediaMax
      plans to expand the marketing of Mediamax Version 6 to independent and
      International labels in order to minimize dependence on a few major customers.
      The company estimates that the independent labels and entertainment companies
      comprise approximately one-fourth of the entire content protection market.
      The
      company is also expanding its customer base to all entertainment companies
      that
      distribute content digitally or on optical media.





On
      September 21, 2005 MediaMax executed a Second Amendment to the Marketing
      Agreement which included a provision giving MediaMax a waiver from making
      advanced royalty payments through June 30, 2006. Although the advanced royalty
      waiver within the Second Amended Marketing Agreement became immediately
      effective on September 21, 2005, the other provisions within the Second Amended
      Marketing Agreement will only become effective if the planned merger with
      SunnComm does not occur because of certain specified reasons including
      SunnComm's failure as defined in the Merger Agreement. If it does become
      effective, the percentage of revenues on sales or licenses of SunnComm products
      retained by the company would, in general increase to 50% from 40% for the
      first
      $3.6 million in annual sales, SunnComm's license grants would remain exclusive
      for at least five years (even if the agreement is subsequently terminated).
      In
      addition, the Second Marketing Agreement requires the source code for the
      licensed SunnComm products to be deposited into a source code escrow account.
      The Agreement also exempts the Company from having to pay advance royalty
      payments until the earlier of June 30, 2006 or the date on which it is publicly
      announced that the merger will not be consummated (if such ever
      occurs).








Patents
      and Trademarks for Content Protection and Enhancement Technology





MediaMax
      owns the following trademarks and applications for registration which have
      been
      filed with the U.S. Patent and Trademark Office:




1.
      MediaMax


2.
      MediaMax Technology


3.
      MediaMax Technologies





Government
      Regulations for Content Protection and Enhancement Technology





The
      Company believes that state governments and consumer groups will establish
      standards and guidelines for content protection products during 2006. It is
      probable that these standards will be determined as part of a settlement
      agreement with the lawsuits against Sony BMG.


9


Research
      and Development for Content Protection and
      Enhancement Technology




MediaMax
      does not conduct research and development on content management and protection
      technologies. In the event that the company acquires a technology which may
      need
      further research and development work, the company intends to contract such
      work
      with SunnComm or third-party research facilities, which are active in research
      and development in audio/video content management and protection technologies.








Employees
      for Content Protection and Enhancement Technology





On
      November 21, 2005 the Company appointed Kevin M. Clement as President & CEO
      of the MediaMax organization. Kevin was formerly Senior Director, New Technology
      at Sony BMG Music Entertainment. As of the date of this report, the Company
      has
      two full-time employees.








c.
      NARRATIVE DESCRIPTION OF FLOPPY DISK EQUIPMENT





On
      January 8, 2001, the Company acquired plant, equipment and other assets,
      including specialized disk refurbishing equipment, manufacturing set-ups, real
      estate lease, fixtures and related equipment and other property with an
      estimated fair value of at least $3.8 million from four independent sellers.
      In
      consideration for the acquisition of the assets, the Company issued 12,007,252
      shares of its restricted common stock to the sellers. The equipment valuation
      was determined by a discounted cash flow of projected operating income using
      a
      maximum cost of funds of 20% per annum. This was further supported by an
      independent expert’s valuation opinion of the replacement value of the
      equipment. In determining the amount of Company’s consideration for the assets,
      the parties estimated the present fair market value of all such assets to be
      equivalent to approximately $.32 per share issued.





During
      2001, the Company was unable to attract profitable orders along with the capital
      necessary to put the disk refurbishing plant into a profitable operation. A
      customized special order was processed during the fourth quarter of 2001
      generating $56,094 of gross revenue.





During
      the second quarter of 2002, the floppy disk equipment was put into storage
      on a
      month to month lease agreement. While in storage, Management seriously evaluated
      two potential acquisition candidates that were willing to assist in the set
      up
      and operation of the floppy disk equipment if orders were obtained to process.
      Management was unable to come to terms with both candidates or obtain any orders
      for the plant during 2002; consequently, the equipment remained in
      storage.





During
      2003, Management learned from wholesalers that the floppy disk market was in
      a
      severe decline and significant orders were unavailable. Due to the lack of
      capital and marketing expertise, Management decided during the second quarter
      of
      2003 to sell the floppy disk equipment but had not developed a plan of
      liquidation.





During
      2004, the Company completely impaired the value of its floppy disk burnishing
      equipment. During 2005, the Company continued to seek interested buyers for
      the
      equipment.





d.
      COMPANY RISKS





Product
      Marketability





The
      Company’s Plan of Operation may be unsuccessful. The success of the Company’s
      business in marketing content protection and enhancement technology is dependent
      on the marketability of various products from SunnComm or the acquisition of
      or
      development of additional technologies to enhance marketability. In the event
      that customers determine that the benefits of the Company’s technology do not
      justify the cost of licensing the technology, it may become difficult for the
      Company to raise capital to pay its overhead.








Customer
      Support





Customer
      support for SunnComm developed products is provided by SunnComm under the terms
      of the Marketing Agreement.






10


Potential
      Domestic and Foreign Government Restrictions





Federal
      and state law makers are continually discussing passing laws that may restrict
      the use of the internet. Such laws, if passed, could impact our business and
      intellectual property rights. In addition, consumer rights advocates are
      challenging the Digital Millennium Copyright Act of 1998.





Several
      class-action lawsuits against a major record label during late 2005 pertaining
      to content protection have temporarily put a halt to the content protection
      industry along with a recall of all XCP content protected discs. Such law suits
      may result in new standards for the industry which may significantly increase
      development costs and product liability.




In
      the
      event orders are obtained for copy protection outside of the United States
      of
      America, foreign governments may impose restrictions on importation of
      programming, technology or components from the U.S.A. In addition, the laws
      of
      some foreign countries may not protect our intellectual property rights to
      the
      same extent, as do the laws of the U.S.A., which may increase the risk of
      unauthorized use of our technology.








Economic
      Losses from Litigation





Litigation
      may be necessary in the future. Although the Company is an exclusive sales
      agent
      for SunnComm, it may require legal costs or economically suffer if SunnComm’s
      patents, trademarks or copyrights are challenged, invalidated or circumvented.
      Others may develop technologies that are similar or superior to the SunnComm’s
      technologies or design around its patents pending. Effective intellectual
      property protection may be unavailable or limited in some foreign countries.








Competition





A
      number
      of competitors and potential competitors may be developing similar and related
      music copy protection systems. SunnComm’s technology may not achieve or sustain
      market acceptance, or may not meet, or continue to meet, the demands of the
      music industry. It is possible that there could be significant consumer
      resistance to audio copy protection, as consumers may feel that they are
      entitled to copy audio CDs. It is not clear what the reaction of the major
      music
      labels would be to any consumer resistance. If the market for music CD copy
      protection fails to develop, or develops more slowly than expected, or the
      Company’s products being marketed do not achieve or sustain market acceptance or
      if there is consumer resistance to the technology, the business would be harmed.
      If the Company can’t compete successfully against competitive technologies that
      may be developed in the future the business will be harmed. Generally, it
      requires substantial time and resource effort to bring and be able to both
      recognize a commercially successful technology or invention at an early stage
      and conduct a successful marketing campaign to sell this technology or
      invention. There is no assurance that all or any of SunnComm’s product
      development efforts will result in commercially viable final
      products.








Limited
      History of Operations





The
      Company has only a limited history of operations. The Company operations are
      subject to the risks and competition inherent in the establishment of a
      relatively new business enterprise in a highly competitive field of technology
      transfer. There can be no assurance that future operations will be profitable.
      Revenues and profits, if any, will depend upon various factors, including market
      acceptance of its products and technologies, market awareness, its ability
      to
      promptly and accurately recognize a marketable technology or invention,
      dependability of an advertising and recruiting network, and general economic
      conditions. There is no assurance that the Company will achieve its expansion
      goals and the failure to achieve such goals would have an adverse impact on
      it.




11




Operating Losses and Financing Requirements




The
      Company will need to raise additional capital through the placement of its
      securities or from debt or equity financing. If the Company is not able to
      raise
      such financing or obtain alternative sources of funding, management will be
      required to curtail operations. There is no assurance that the Company will
      be
      able to continue to operate if additional sales of its securities cannot be
      generated or other sources of financing located.





Future
      events, including the problems, delays, expenses and difficulties frequently
      encountered by startup companies may lead to cost increases that could make
      the
      Company’s source of funds insufficient to fund the Company's proposed
      operations. The Company may seek additional sources of capital, including an
      additional offering of its equity securities, an offering of debt securities
      or
      obtaining financing through a bank or other entity. The Company has not
      established a limit as to the amount of debt it may incur nor has it adopted
      a
      ratio of its equity to a debt allowance. If the Company needs to obtain
      additional financing, there is no assurance that financing will be available,
      from any source, or that it will be available on terms acceptable to the
      Company, or that any future offering of securities will be successful. The
      Company could suffer adverse consequences if it is unable to obtain additional
      capital when needed.








Obsolescence




Products
      marketed by the Company may become obsolete. Patent review is usually a lengthy,
      tedious and expensive process that may take months or, perhaps, several years
      to
      complete. With the current rate of technology development and its proliferation
      throughout the world, SunnComm’s inventions may become commercially obsolete.








Reliance
      on Future Acquisitions Strategy





The
      Company expects to continue to rely on acquisitions, joint ventures or licensing
      agreements as a primary component of its growth strategy. It regularly engages
      in evaluations of potential target candidates, including evaluations relating
      to
      acquisitions that may be material in size and/or scope. There is no assurance
      that the Company will continue to be able to identify potentially successful
      companies that provide suitable acquisition opportunities or that the Company
      will be able to acquire any such companies on favorable terms. Also,
      acquisitions involve a number of special risks including the diversion of
      management’s attention, assimilation of the personnel and operations of the
      acquired companies, and possible loss of key employees. There is no assurance
      that the acquired companies will be able to successfully integrate into the
      Company’s existing infrastructure or to operate profitably. There is also no
      assurance given as to the Company’s ability to obtain adequate funding to
      complete any contemplated acquisition or that any such acquisition will succeed
      in enhancing the Company’s business and will not ultimately have an adverse
      effect on the Company's business and operations.







Possible
      Inability to Finance Acquisitions





In
      transactions in which the Company agrees to make an acquisition for cash, it
      will have to locate financing from third-party sources such as banks or other
      lending sources or it will have to raise cash through the sale of its
      securities. There is no assurance that such funding will be available to the
      Company when required to close a transaction or if available on terms acceptable
      to the Company.








Loss
      of
      the Company Key Directors May Adversely Affect Growth Objectives





The
      Company's success in achieving its growth objectives depends upon the efforts
      of
      its directors. Their experience and industry-wide contacts significantly benefit
      the Company. The loss of the services of any of these individuals may have
      a
      material adverse effect on the Company business, financial condition and results
      of operations. There is no assurance that the Company will be able to maintain
      and achieve its growth objectives should it lose any or all of these
      individuals' services.








12


Failure
      to Attract Qualified Personnel




A
      change
      in labor market conditions that either further reduces the availability of
      employees or increases significantly the cost of labor could have a material
      adverse effect on the Company’s business, financial condition and results of
      operations. The Company's business growth is dependent upon its ability to
      attract and retain qualified sales and marketing personnel, administrators
      and
      corporate management. There is no assurance that the Company will be able to
      employ a sufficient number of qualified sales and marketing personnel in order
      to achieve its growth objectives.








Issuance
      of Future Shares May Dilute Investors Share Value





The
      Certificate of Incorporation of the Company authorizes the issuance of
      350,000,000 shares of common stock and 50,000,000 shares of preferred stock.
      The
      future issuance of all or part of the remaining authorized common or preferred
      stock may result in substantial dilution in the percentage of the Company's
      common stock held by its then existing shareholders. Moreover, any common stock
      issued in the future may be valued on an arbitrary basis by the Company. The
      issuance of the Company's shares for future services or acquisitions or other
      corporate actions may have the effect of diluting the value of the shares held
      by investors, and might have an adverse effect on any trading market for the
      Company’s common stock.








Penny
      Stock Regulation





The
      Company’s common stock is deemed to be a penny stock. Penny stocks generally are
      equity securities with a price of less than $5.00 per share other than
      securities registered on certain national securities exchanges or quoted on
      the
      NASDAQ Stock Market, provided that current price and volume information with
      respect to transactions in such securities is provided by the exchange or
      system. The Company’s securities may be subject to "penny stock rules” that
      impose additional sales practice requirements on broker-dealers who sell such
      securities to persons other than established customers and accredited investors
      (generally those with assets in excess of $1,000,000 or annual income exceeding
      $200,000 or $300,000 together with their spouse). For transactions covered
      by
      these rules, the broker-dealer must make a special suitability determination
      for
      the purchase of such securities and have received the purchaser’s written
      consent to the transaction prior to the purchase. Additionally, for any
      transaction involving a penny stock, unless exempt, the "penny stock rules"
      require the delivery, prior to the transaction, of a disclosure schedule
      prescribed by the Commission relating to the penny stock market. The
      broker-dealer also must disclose the commissions payable to both the
      broker-dealer and the registered representative and current quotations for
      the
      securities. Finally, monthly statements must be sent disclosing recent price
      information on the limited market in penny stocks. Consequently, the "penny
      stock rules" may restrict the ability of broker-dealers to sell the Company’s
      securities. The foregoing required penny stock restrictions will not apply
      to
      the Company’s securities if such securities maintain a market price of $5.00 or
      greater. There can be no assurance that the price of the Company’s securities
      will reach or maintain such a level.








ITEM
      2.
      DESCRIPTION OF PROPERTY





On
      March
      1, 2003, the Company entered into a three year lease for class A office space
      in
      Phoenix, Arizona with escalating monthly rental payments every year starting
      at
      $3,254 per month during the first year and ending with $3,550 per month in
      the
      last year. The lease expired on March 1, 2006 and the Company has not entered
      into any long term leases.





Title
      to
      Properties





Media
      Production Equipment





The
      media
      production equipment and assets acquired by the Company during January 2001
      constitute all of the real, personal, intangible and intellectual property
      necessary for the Company to engage in the 3.5 inch Micro Floppy Disk finish
      refurbishing business. This property is currently in storage and is actively
      being offered for sale. SunnComm holds a UCC1 lien on the property.





13


ITEM
      3.
      LEGAL PROCEEDINGS





No
      legal
      proceedings to which the Company is a party were pending during the reporting
      period, and the Company knows of no legal proceedings pending or threatened
      or
      judgments entered against any director or officer of the Company in his capacity
      as such.








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





The
      Company did not submit any matter to a vote of security holders through
      solicitation of proxies or otherwise during the fourth quarter of 2005.







PART
      II





ITEM
      5.
      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





a.
      Market
      Information





On
      April
      25, 2002, the Company received a trading symbol (FNEY) and began trading on
      May
      14, 2002 on the OTC Bulletin Board. During February 2003 the trading symbol
      of
      the Registrant was changed to QTIG. During April 2005 the trading symbol was
      changed to MMXT. The
      following table
      sets forth, for the periods indicated, the reported high and low split adjusted
      closing prices for our common stock.




2004
              First
                Quarter
              Second
                Quarter
              Third
                Quarter
              Fourth
                Quarter
              
              2005
              First
                Quarter
              Second
                Quarter
              Third
                Quarter
              Fourth
                Quarter
            High
              $.14
              $.14
              $.12
              $.09
              
              High
              $.13
              $.11
              $.06
              $.04
            Low
              $.03
              $.07
              $.05
              $.04
              
              Low
              $.03
              $.04
              $.03
              $.02





The
      Company’s common stock is quoted on the OTC Bulletin Board ("MMXT")
      of the National Association of Securities Dealers, Inc. (the "NASD"). There
      was
      no established market for such shares until the fourth quarter of 2003. There
      can be no assurance that any such market will ever continue or be maintained.
      Any market price for shares of common stock of the Company is likely to be
      very
      volatile, and numerous factors beyond the control of the Company may have a
      significant effect. Broad market fluctuations, as well as general economic
      and
      political conditions, may adversely affect the market price of the Company’s
      common stock in any market that may continue. Sales of "restricted securities"
      under Rule 144 may also have an adverse effect on the market price of the stock.
      See the caption "Sales of Unregistered Securities".








b.
      Holders





As
      of
      March 13, 2006, the Company had 192,340,992 shares of common stock outstanding,
      held by 896 stockholders of record.








c.
      Dividends





The
      Company has never declared or paid cash dividends on its common stock and
      anticipates that future earnings, if any, will be retained for development
      of
      its business.







14


d.
      Securities Authorized for Issuance under Equity
      Compensation Plans





**Plan
                Category**
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights (a)**
            **Weighted-average
                exercise price of outstanding options, warrants and rights
                (b)**
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column (a))
                (c)**Equity
                compensation plans approved by security shareholders
            --
            --
            --Equity
                compensation plans not approved by security shareholders
            623,753
            $0.23
            623,753**Total**
            623,753
            $0.23
            623,753





In
      July
      1997 the Company adopted its 1997 Statutory and Nonstatutory Incentive Stock
      Option Plan (the Plan) allowing for the issuance of incentive stock options
      and
      nonstatutory stock options to purchase an aggregate of 623,753 shares of common
      stock to directors, officers, employees and consultants of the Company. The
      Plan
      is administered by the Board of Directors.




e.
      Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities





All
      securities sold in the past three years have been reported in previous quarterly
      filings on Form 10-QSB and annual filings on Form 10-KSB. During the fourth
      quarter of 2005 the following securities were issued:





On
      November 2, 2005 the Company agreed under the First Amendment to the Plan of
      Merger to issue Peter H. Jacobs 10,000,000 shares of the Company’s common stock
      on or promptly after January 1, 2006, which shares he may cause the Company
      to
      repurchase for $.10 per share within 30 days following the second anniversary
      of
      the effective time of the SunnComm merger, and granted to Mr. Jacobs options
      to
      purchase 15,000,000 MediaMax shares, 10,000,000 of which are exercisable at
      $.05
      per share and 5,000,000 of which are exercisable at $.075 per share. All such
      options vest in full upon the effective time of the Merger.





On
      November 18, 2005, the Company granted options to nine persons to purchase
      10,966,667 restricted common shares at $.05 per share expiring November 18,
      2007
      and an additional 10,966,667 restricted common shares at $.10 per share expiring
      November 18, 2010. The options were issued as part of a Unit Offering by
      SunnComm International Inc. under the Company’s fifth post effective amendment
      to a registration statement originally filed on June 29, 2004 with the
      Securities and Exchange Commission.





The
      Company entered into an employment agreement with Mr. Clement which became
      effective November 21, 2005. The Agreement granted Mr. Clement three stock
      options to purchase a total of 26,700,000 shares, 8,900,000 of which are
      exercisable at $.0425 per share, 8,900,000 of which are exercisable at $.055
      per
      share, and 8,900,000 of which are exercisable at $.070 per share. These options
      will vest over a three-year period, with one-third of them vesting on the first
      anniversary of the commencement of Mr. Clement’s employment with the company and
      the balance vesting monthly over the succeeding two years. Mr. Clement’s
      employment agreement commenced on November 21, 2005 and ends on December 31,
      2008.





On
      December 19, 2005, the Company issued 3,000,000 restricted common shares to
      William H. Whitmore, Jr. as part of the terms of a Transition and Consulting
      Agreement with the Company which became effective on December 19, 2005. The
      issuance was under Section 4(2) of the Securities Act. No underwriter was
      involved in the offer of sale of shares.


15




During
      the first quarter of 2006, the Company issued the following
      securities:





On
      January 12, 2006, the Company issued 1,096,667 restricted common shares to
      Granite Associates Inc. as part of a commission agreement in connection with
      a
      Unit Offering by SunnComm International Inc. under the Company’s
      fifth post effective amendment to a registration statement originally filed
      on
      June 29, 2004 with the Securities and Exchange Commission. The
      issuance was under Rule 504 of Regulation D under the Securities Act. No
      underwriter was involved in the offer of sales of shares.





On
      January 31, 2006, the Company issued 4,450,000 restricted common shares to
      Kevin
      M. Clement in conjunction as part of the terms of his Employment Agreement
      with
      the Company. The issuance was under Section 4(2) of the Securities Act. No
      underwriter was involved in the offer of sales of shares.





On
      February 28, 2006, the Company entered into an Advisory Services Agreement
      with
      Thomas Curran which
      granted non-qualified options (the “Options”) to purchase 8,000,000 shares of
      the Common Stock, $.001 par value (“Common Stock”), of the Company with an
      exercise price of $.0425. The Options shall become exercisable as follows:
      (i)
      Options to purchase 2,000,000 shares shall become exercisable in full with
      the
      closing after the date hereof of a debt or equity financing with gross proceeds
      to the Company of at least US$ 1,000,000 (a “Qualified Financing”); (ii) Options
      to purchase 1,500,000 shares shall become exercisable on the
      first
      anniversary of the Effective Date, with Options to purchase an additional 62,500
      shares vesting monthly over the following two years *,*  *provided,* that,
      prior to the vesting of any of the Options referred to in this clause (ii),
      Sony/BMG shall have publicly announced that Sony/BMG shall continue production
      of CDs containing copyright protection programs and shall have placed additional
      purchase orders for the embedding of the Company’s copyright protection software
      on Sony/BMG CDs; and (iii) Options
      to purchase 1,500,000 shares shall become exercisable on the
      first
      anniversary of the Effective Date, with Options to purchase an additional 62,500
      shares vesting monthly over the following two years *,*  *provided,* that,
      prior to the vesting of any of the Options referred to in this clause (iii),
      on
      or promptly after the date (the “Target Date”) of first full release by Apple
      Computer Company or its affiliates (“Apple”) of software that is compatible with
      software owned or distributed by the Company and the related introduction into
      the market of CDs including the Company’s copyright protection software that is
      compatible for Apple’s iPods. The Options shall remain exercisable for a period
      of 10 years from the date of grant, but shall not be exercisable more than
      90
      days after the date on which the Advisor ceases to perform advisory services
      for
      the Company. The Company is also required to pay Mr. Curran $49,000 per annum








ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





In
      the
      following discussion we are providing an analysis of our financial condition
      and
      the Plan of Operation during the next twelve months. This discussion should
      be
      read in conjunction with our financial statements and the notes thereto. Certain
      matters discussed below are based on potential future circumstances and
      developments, which we anticipate or expect, but which cannot be assured. Such
      forward-looking statements include, but are not limited to, our plans to acquire
      additional copy protection technology systems from SunnComm and establish a
      marketing team and customer support center for those products. We are seeking
      a
      buyer for the floppy disk production equipment but do not have a specific plan
      of liquidation as of the date of this report. We also will continue to search
      for potential acquisitions that are revenue generating that we believe could
      enhance their profitability if we were involved in the management of their
      operation. The actual results which we achieve in our operations could differ
      materially from the matters discussed in the forward-looking
      statements.





a.
      Overview





The
      Company acquired the right to market the MediaMax product through an Exclusive
      Marketing Agreement with SunnComm that it entered into during March
      2004.





At
      December 31, 2003, the Company impaired all of its MediaClōQ technology for
      $674,629 due to the determination that it could not be sold due to its inability
      to work on all DVD players.


16


It
      also
      impaired its floppy disk burnishing equipment $900,000; thus reducing its value
      to $100,000 that it estimated was the market value of the
      equipment.





On
      March
      4, 2004 the written consent, of a majority of disinterested outstanding common
      shares of record at February 4, 2004 of the Company, became effective to approve
      the issuance of 10,152,704 restricted common shares valued by the Company at
      $.03 per share to SunnComm Technologies, Inc., "SunnComm", for $304,581 of
      debt
      incurred for cash advances and administrative and overhead expenses charged
      to
      the Company and to approve the issuance of 64,000,000 restricted common shares
      valued by the Company at $.03 per share for a total consideration of $1,920,000
      to SunnComm and the assumption of a $110,000 outstanding debt due to a
      consultant for an Exclusive Marketing Agreement with its commercial copy
      protection technology on CD's and all of its continuing upgrades. The Agreement
      provides the Company with 50% of the revenues derived from all existing
      licensing agreements held by SunnComm for the technology and requires it to
      advance $138,000 a month against future royalties and an additional $12,000
      for
      services being provided by SunnComm. The first such payment was made on March
      31, 2004. The Exclusive Marketing Agreement gives the Company the exclusive
      marketing rights for SunnComm's optical media enhancement and control
      technologies. Under the terms of the Exclusive Marketing Agreement, the Company
      must pay for all of its sales and marketing costs and SunnComm must pay for
      all
      of its development and upgrade costs. SunnComm also agreed to indemnify the
      Company against consumer complaints and product related litigation.





On
      March
      18, 2005, the Company completed a Definitive Agreement for the acquisition
      of
      the intellectual property of DarkNoise. DarkNoise's technology inserts data
      into
      digital audio files that is inaudible as long as the file is played as is but
      will produce very audible distortion in the resulting output of an MP3 or other
      unsecured file sharing format. The
      Company plans to further develop the technology in order to ensure effectiveness
      and compatibility with MediaMax. The company intends to share the research
      and
      development to date and the intellectual property with SunnComm and one of
      its
      strategic technology partners in the academic community, which specializes
      in
      audio processing and music engineering. It is anticipated that this methodology
      could yield substantial incremental levels of protection within the current
      MediaMax technology.




MediaMax
      technology enables record labels, artists, CD replicators and duplicators as
      well as online music providers to protect, enhance and manage their music
      assets. This is achieved by adding layers of copy management and enhancement
      technologies to the CD or electronically delivered files. This results in
      limiting the unauthorized uploading and copying of original music while, at
      the
      same time, allowing those purchasing SunnComm protected media to legally play,
      move and share the music using Secure Burn, MusicMail and On-the-Fly Technology
      functionality. MediaMax allows CD buyers to make authorized copies of music
      on
      their computer or to make a copy of the original CD for their own personal
      use.
      They are also able to listen to the music on their PCs or transfer the content
      to portable listening devices. All of these features are available through
      SunnComm's secure proprietary multimedia user interface.





The
      DarkNoise technology inserts data into digital audio files that is inaudible
      as
      long as the file is played as is. But the nature of the inserted data is such
      that most types of conversion or compression, as happens when ripping a song
      to
      MP3 or other unsecured file sharing formats, will cause it to produce very
      audible distortion in the resulting output. It's analogous to certain ink
      techniques for printed documents that are nearly invisible but become highly
      visible on photocopies of the document, thereby making it clear that the
      document is not an original. It is anticipated that the acquisition and further
      development of this technology can lead to a seamless integration with MediaMax.





On
      February 23, 2005, the Company reached an agreement with Top Hits Entertainment
      and Mediaport Entertainment to include MediaMax content protection and
      enhancement technology within specialized unmanned music vending machines to
      be
      installed in retail locations throughout the U.S. The partnership will provide
      customers with an extensive content choice via an unmanned, automated
      point-of-sale kiosk. The patent pending process allows music buyers to purchase
      full-length music CDs, create their own labeled compilation CDs or download
      entire albums or specific tracks to a portable music player. To
      date,
      unmanned music vending machines (Kiosks) have not generated any revenues for
      the
      Company.  In-store Kiosks are in the testing phase with a limited number of
      retailers.  Music industry interest in the Kiosk business remains high and
      the outlook is optimistic.  In an effort to build on the optimism and
      improve the acceptance and performance of the music kiosk, the National
      Association of Recording Merchandisers (NARM) has formed a task force of leading
      retailers and record labels.  The charter of this task force is to define a
      set of best practices for the deployment of in-store CD burning / vending
      kiosks.  This task force held several meetings in 2005 and continues to be
      active in 2006.


17




Vended
      CDs will contain MediaMax content management and enhancement technology, which
      provides additional bonus content including advertising and marketing
      opportunities. A unique component of the technology allows identification and
      protection at the track level, respecting the individual content management
      requirements of various major and independent record labels on a track-by-track
      basis. The partners are in the final stages of approval for pilot programs
      with
      major retail organizations. The Company anticipates implementation of these
      programs during 2006.





During
      the fourth quarter of 2005 the Company’s main customer came under intense
      scrutiny for their use of a competitive product to MediaMax and later expanded
      to include the MediaMax product. The Company did not generate any revenues
      during the first quarter of 2006. The loss of revenue is directly related to
      the
      industry events discussed in Item 1 above. It is expected that these recent
      events will help to further define the standards and guidelines (best practices)
      by which digital rights management technologies can be used. The Company and
      SunnComm have been intimately involved in helping to define and set these best
      practices. On December 9, 2005 the Electronic Frontier Foundation (EFF), a
      consumer advocacy group, issued an open letter to the Company requesting
      commitment to various best practices with respect to the MediaMax product.
      On
      February 2, 2006 the Company and SunnComm agreed to the requested best practices
      as outlined by the EFF.





The
      Company is currently in discussions with SunnComm regarding the design and
      development of new products not accounted for in the current marketing
      agreement. Management
      believes revenues will be generated from several sources during the second
      half
      of 2006. With a new level of standardization in place and an increased level
      of
      testing protocols defined, revenues are expected from the redesigned MediaMax
      product. Management also believes that revenues will be generated in the second
      half of 2006 through the Exclusive Marketing Agreement from new SunnComm
      products and concepts currently in development. It believes the additions of
      Mr.
      Clement and Mr. Curran, as discussed in Item 5 above, bring the increased level
      of industry experience and credibility necessary to successfully promote the
      Company’s products.




The
      Company is in discussions with SunnComm to expand its rights by exclusively
      marketing new products being developed by SunnComm and to receive consideration
      for consulting services to be provided by the Company; however, there is
      uncertainty as to if an agreement will be reached. As a result of the
      uncertainty with the SunnComm negotiations and the marketplace for copy
      protection technologies, management
      believes it appropriate to write off the value of the current marketing
      agreement.  It is expected that wide use of copy protection will not take
      place until such time as standards are defined and the pending legal cases
      have
      been adequately resolved.  Management
      is also currently examining new business models and is aggressively pursuing
      the
      acquisition and / or development of other business segments.







Results
      of Operations:





Comparison
      of the Twelve Months Ended December 31, 2005 and 2004





During
      the first quarter of 2004 the Company was no longer considered a development
      stage company as a result of revenue generated during that quarter and
      anticipated recurring revenue under licensing agreements covered under the
      exclusive marketing agreement with SunnComm International Inc.





The
      Company recognized $230,854 of revenue during 2005 which was more than double
      the $105,972 of revenue during 2004. All
      revenues were from the Marketing Agreement with SunnComm. The revenue during
      2005 was from 24 record labels including both independent and major record
      labels.





During
      2005, general and administrative expenses were comprised of $401,430 of payroll
      expenses & employee benefits, $144,000 of administrative support fees from
      SunnComm, $41,775 of investor relation expenses, $66,395 of rent and telephone
      expenses, $5,765 for an allowance for bad debts and $28,912 of miscellaneous
      office expenses which were offset by $18,952 of payables written off from
      discontinued operations incurred during 2001 from the disk refurbishing
      operation.


18




Payroll
      cash compensation during 2005 was $98,807 higher than 2004 because the Company
      did not have any payroll expense for the first two and one-half months during
      the 2004 period. Total payroll expense for 2005 also included $53,400 in accrued
      stock compensation paid in January 2006. Total payroll expense during 2004
      was
      $583,223 which was comprised of $334,000 in stock compensation and the remaining
      $249,223 of cash compensation.





Administrative
      support fees of $12,000 a month from SunnComm began in March 2004; therefore,
      administrative support fees for 2005 were $144,000 compared to $120,000 for
      the
      same period during 2004.





Investor
      and shareholder relation expense of $41,775 during 2005 was $26,971 greater
      than
      the same period ended 2004 because the Company incurred more expenses pertaining
      to news releases and held a shareholder meeting during 2005.





Rent
      and
      telephone expenses during 2005 were $7,181 higher than the same period ended
      2004. The difference was mainly caused from higher rent during
      2005.





Sales
      and
      marketing expenses for 2005 was over four times that of the period ended 2004.
      The difference was due to a consulting fee of $200,000 incurred to an
      entertainment consultant, during the first quarter of 2005.





During
      2005 the Company incurred $ 90,465 in stock based compensation expenses. On
      September 1, 2005 the Company issued 1,000,000 restricted shares at a fair
      value
      of $37,500 for shareholder relation services. On December 16, 2005 William
      H.
      Whitmore, Jr. resigned as a director of the Company and also resigned as an
      Executive Vice President and on December 19, 2005 received 3,000,000 restricted
      common shares valued at $51,000 as part of the terms of a Transition and
      Consulting Agreement with the Company. On December 31, 2005 option to purchase
      80,092 restricted common shares were issued to an employee and were valued
      at
      $1,965.





During
      the first quarter of 2004 the Company paid for $300,000 of consulting fees
      with
      10,000,000 restricted common shares for consulting
      pertaining to general corporate matters for which $270,000 was allocated and
      to
      the acquisition of the DarkNoise technology for which $30,000 was
      allocated.





Legal
      & accounting expenses during 2005 were over twice that of the same period
      during 2004 because of increased expenses pertaining to proposed financings
      and
      the public reporting requirements of the Company.





Interest
      expense of $11,629 for 2005, was from three convertible notes totaling $150,000
      accruing interest at 8% per annum. The convertible notes were not outstanding
      during the same period during 2004.





Amortization
      and depreciation expense was 101,884 higher during 2005 primarily because
      amortization of the exclusive marketing agreement was not incurred during the
      first quarter of 2004.





Liquidity
      and Capital Resources:





At
      December 31, 2005 the Company had $748 of cash included in its $91,877 of
      current assets. Deferred compensation of $80,000 pertain to amounts owed to
      William Whitmore, Jr. under a Transition
      and Consulting Agreement with the Company and will be
      expensed during 2006 in the amount of $10,000 per month.





Deferred
      reorganization costs of $ 763,133 were unrecoverable costs incurred by the
      Company to acquire SunnComm which will be expensed in the event the merger
      does
      not occur. The costs were primarily comprised of options granted to two SunnComm
      investors in the Company’s registration offering on
      August 30, 2005. The
      options were valued at $546,953. The
      Company granted options to purchase 15,000,000 common shares
      at
      a strike price of $.0425 per share to expire 45 days after the effective date
      of
      a registration statement for the 15,000,000 options.


19


The
      registration statement is planned to be filed after the merger is effective
      with
      SunnComm. The Company would receive $637,500 in the event that all of the
      options were exercised.





The
      Company had $ 1,122,458 of current payables of which $227,408 were amounts
      owed
      to SunnComm for cash advances and administrative assistance.





During
      2005 the Company issued a total of 4,900,000 common shares at a fair value
      of
      $127,000 for professional services and investor relation services.





During
      the first quarter of 2005, the Company raised $100,000 in cash from the issuance
      of convertible promissory notes accruing interest at 8% per annum that are
      convertible into common shares of the Company at $.025 per share. At December
      31, 2005, the Company owed $150,000 in principal and $11,546 in accrued interest
      under such notes that were convertible into 6,461,808 restricted common shares
      of the Company.





During
      the second quarter of 2005 the Company entered into a definitive agreement
      with
      SunnComm to acquire all of its shares in a 1 share for 1 share exchange subject
      to the issuance of a fairness opinion from an independent valuation expert
      regarding the exchange ratio. On September 21, 2005 the Marketing Agreement,
      was
      amended as part of the Definitive Agreement for the Company to acquire SunnComm
      in a reverse merger. The agreement prohibited SunnComm from terminating the
      Marketing Agreement prior to March 31, 2006 and relieved the Company from its
      obligation to advance cash to SunnComm for advance royalty payments until June
      30, 2006. This Second Amended and Restated Exclusive Marketing Agreement will
      only become effective if the merger with SunnComm is terminated by SunnComm.
      In
      such an event, the Agreement provides for the Company to receive 100% of the
      royalties until all penalties and expenses are recovered, after which the
      Company would receive 50% of the royalties. All the other terms of the original
      Marketing Agreement remained the same.




On
      November 14,2005 the Company’s fifth post effective amendment to a registration
      statement originally filed on June 29, 2004 with the Securities and Exchange
      Commission which registered 96,290,414 the Company’s common shares owned by
      SunnComm International, Inc. became effective. In consideration for SunnComm
      executing a Second Amended Marketing Agreement, the Company participated in
      the
      unit offering of SunnComm by offering unregistered Class A warrants to purchase
      up to 28,000,000 shares of the Company’s stock at $.05 per share for two years
      after the unit is purchased by the investor. Additionally the Company agreed
      to
      provide unregistered Class B warrants to purchase up to 28,000,000 shares of
      the
      Company’s stock at $.10 per share for five years after the unit is purchased by
      the investor. On November 18, 2006, SunnComm completed a partial offering
      resulting in the Company issuing nine accredited investors Class A warrants
      to
      purchase 10,966,667 shares of the Company’s stock at $.05 per share until
      November 18, 2007 and Class A warrants to purchase 10,966,667 shares of the
      Company’s stock at $.10 per share until November 18, 2010. The Company would
      receive $1,645,000 in the event all of the options were exercised.





There
      are
      outstanding options to employees to purchase 623,753 common shares of the
      Company at an average strike price of approximately $.23 per share expiring
      October 30, 2007. The Company would receive $140,469 in the event all of those
      options were exercised.





In
      addition to outstanding options to employees and the options and warrants
      granted and vested during 2005, there are outstanding warrants to purchase
      900,000 common shares of the Company at strike prices ranging from $.25 per
      share to $5.00 per share expiring from June 30, 2006 through September 30,
      2006.
      The Company would receive $825,000 in the event all of the warrants were
      exercised.





The
      Company is currently in discussions with new prospective parties regarding
      the
      financing of the Company. The Company and SunnComm believe that they will
      jointly need a minimum of $3 million to continue their respective operations
      and
      complete the anticipated acquisition of SunnComm over the ensuing months. An
      additional $2 million will be required to develop and market additional
      technologies which both companies believe are needed to maintain a competitive
      edge in the marketplace.




20




ITEM 7. FINANCIAL STATEMENTS




Financial
      statements and notes to financial statements are filed with this annual report.
      These reports may be found following Item 14 in Part III of this
      report.







ITEM
      8.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




NONE





ITEM
      8A.
      CONTROLS AND PROCEDURES





a)
            Evaluation
                of disclosure controls and procedures. The Company's chief executive
                officer and principal financial officer, after evaluating the
                effectiveness of the Company's "disclosure controls and procedures"
                (as
                defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
                15d-15(e)) as of the end of the period covered by this annual report
                (the
                "Evaluation Date"), has concluded that as of the Evaluation Date,
                the
                Company's disclosure controls and procedures were adequate and designed
                to
                ensure that material information relating to the Company and its
                consolidated subsidiaries would be made known to him by others within
                those entities.





b)
            Changes
                in internal control over financial reporting. There were no significant
                changes in the Company's internal control over financial reporting
                during
                the fourth fiscal quarter that materially affected, or is reasonably
                likely to materially affect, the Company's internal control over
                financial
                reporting.








PART
      III





ITEM
      9.
      DIRECTORS AND EXECUTIVE OFFICERS





The
      following table sets forth the names and ages of the current directors and
      executive officers of the Company, the principal offices and positions with
      the
      Company held by each person and the date such person became a director or
      executive officer of the Company. Each serves until the next annual meeting
      of
      stockholders.







Names
                of Executive
              Officers
                and Directors
            Age
            Position
            Date
                of  Appointment
            Date
                ofResignationKevin
                M. Clement
            42
            CEO
                & DirectorSecretary,
                Treasurer
            Nov.
                21, 2005
            N/AScott
                S. Stoegbauer
            51
            Vice
                President
            March
                3, 2004
            N/AWade
                P. Carrigan (1),(2)
            49
            Director
            May
                3, 2002
            N/A





(1)
      Member of Audit Committee at December 31, 2002


(2)
      Mr.
      Carrigan became the C.E.O. on April 10, 2003 and resigned as C.E.O on January
      16, 2004.





Kevin
      M.
      Clement became the CEO of the Company during November 2005. Prior to joining
      the
      company he was a Senior Director of New Technology at Sony BMG Music
      Entertainment since May 2000 where he was responsible for implementing new
      technology such as content protection and new formats. Mr. Clement developed
      managerial skills while employed by Pepsi-Cola International from 1991 through
      1997 while supervising a Singapore based team which supported international
      financial software solutions for the Company. Prior to working with Pepsi-Cola
      International he became a Certified Public Accountant while working with
      Deloitte & Touche as an auditor from 1987 to 1991.




Scott
      Stoegbauer became the Vice President of Sales and Marketing for the company
      during March 2004. Prior to joining the company he worked as an independent
      consultant designing, implementing and managing Internet/Intranet environments
      as well as consulting in technical marketing areas such as direct marketing,
      on-line advertising and on-line Internet marketing. He worked at Worldata in
      Boca Raton, Florida from 1990 through part of 2003. In 1994, as Vice President
      of Technology for the company, he developed and marketed


some of the earliest and most innovative Internet and
      eCommerce marketing systems. He was subsequently promoted to a Senior Vice
      President where he helped create one of the first on-line marketing and sales
      organizations in the country.




Wade P. Carrigan currently manages investments focused
      on
      feeder cattle, live cattle, oil and natural gas.




21




SECTION
      16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
      16(a) of the securities Exchange Act of 1934, as amended, requires the Company's
      directors, executive officers and persons who own more than 10% of a class
      of
      the Company's equity securities which are registered under the Exchange Act
      to
      file with the Securities and Exchange Commission initial reports of ownership
      and reports of changes of ownership of such registered securities. Such
      executive officers, directors and greater than 10% beneficial owners are
      required by Commission regulation to furnish the Company with copies of all
      Section 16(a) forms filed by such reporting persons.





To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company and on representations that no other reports were
      required, no person required to file such a report failed to file during fiscal
      2004. Based on stockholder filings with the SEC, SunnComm is subject to Section
      16(a) filing requirements.








CODE
      OF
      ETHICS





The
      Company has not adopted a Code of Ethics as of the date of this report.
      Resources and time necessary to adopt written standards reasonably designed
      to
      deter wrongdoing have not been available as of the date of this report. The
      Company plans to engage a consultant to assist in drafting of a Code of Ethics.








ITEM
      10.
      EXECUTIVE COMPENSATION





The
      following table sets forth certain information concerning the compensation
      paid
      by the Company for services rendered in all capacities to the Company for the
      three fiscal years ended December 31, 2003, 2004 and 2005 awarded, earned or
      paid to the chief executive officer at December 31, 2005 and all officers and
      directors, as a group.







Present
      officers and directors






Name/Position
            BaseSalary
            Bonus
            Other
                AnnualCompensation
            Long
                TermCompensationKevin
                M. Clement
              President,
                Director
              2005
            $ 24,038
            $ 20,000
            $ 53,400 (3)
            NoneScott
                Stoegbauer
              Vice
                President - Sales
              2004
              2005
            $
                73,846
              $
                98,545
            -0
                -
              -
                0
                -
            $
                4,000 (2)
              $
                -
                0 -
            None
              NoneWade
                P. Carrigan (1)
              Director
              2003
              2004
              2005
            -
                0
                -
              -
                0
                -
              -
                0
                -
            -
                0
                -
              -
                0
                -
              -
                0
                -
            $
                54,375
              $
                60,000
              $-
                0 -
            None
              None
              None






22


Includes
      1,812,500 restricted shares issued at a deemed value of $54,375 for services
      rendered from April 9, 2003 to December 31, 2003. Compensation during 2004
      consisted of 2,000,000 shares of restricted stock at a market value of $.03
      per
      share.


(1)
            Includes
                50,000 restricted shares issued at a deemed value at $.08 per
                share.


(2)
            Mr.
                Clement entered into an employment agreement with the Company effective
                November 21, 2005 in which he was entitled to received 4,450,000
                restricted common shares. Mr. Clement received those shares on January
                31,
                2006 at a fair value of $53,400.





Former
        officers and directors


**Name/Position**
            **BaseSalary**
            **Bonus**
            **Other
              AnnualCompensation**
            **Long
              TermCompensation**Peter
                H. Jacobs (4)
              President
              2003
            -
                0
                -
            -
                0
                -
            $
                20,625
            NoneWilliam
                H. Whitmore, Jr. (5)
              President,
                Director
              2003
              2004
              2005
            -
                0
                -
              $141,346
              $176,365
            -
                0
                -
              -
                0
                -
              -
                0
                -
            $
                16,500
              $150,000
              $134,000
            None
              None
              NoneAlbert
                Golusin (6)
              C.F.O.,
                Director
              2003
              2004
              2005
            -0
                -
              -
                0
                -
              -
                0
                -
            -
                0
                -
              -
                0
                -
              -
                0
                -
            $
                55,000
              $120,000
              $
                -
                0 -
            None
              None
              None







(3)
            Mr.
                Jacobs did not receive any compensation directly from the Company
                as he
                was paid directly by SunnComm. From January 1, 2003 through April
                8, 2003,
                he received 687,500 restricted common shares at a deemed value of
                $20,625.
                He resigned as the C.E.O. and a director on April 9,
                2003.




(4)
            Includes
                550,000 restricted shares issued at a deemed value of $16,500 for
                services
                rendered from January 1, 2003 to April 8, 2003. Stock compensation
                during
                2004 consisted of 5,000,000 shares of restricted stock at a market
                value
                of $.03 per share. During 2005, Mr. Whitmore received 3,000,000 restricted
                shares at a fair value of $54,000 and a commitment from the Company
                to pay
                him $10,000 a month from January 2006 through August 2006 as part
                of his
                transition and consulting agreement. He resigned as the C.E.O. and
                a
                director on December 19, 2005.





(5)
            Includes
                1,833,333 restricted shares issued at a deemed value of $55,000 for
                services rendered from January 1, 2003 to November 30, 2003. Compensation
                during 2004 consisted of 4,000,000 shares of restricted stock at
                a market
                value of $.03 per share. Mr. Golusin was compensated in cash by SunnComm
                during 2003 through 2005 as part of consulting agreement in which
                SunnComm
                received $12,000 a month from the Company. He resigned as the C.F.O.
                and a
                director on March 9, 2006.





Officers
      and DirectorsAs
      a
      Group






**Name/Position**
            **BaseSalary**
            **Bonus**
            **Other
                AnnualCompensation**
            **Long
                TermCompensation**2003
            -
                0
                -
            -
                0
                -
            $
                146,500 (7)
            None2004
            $215,192
            -
                0
                -
            $
                334,000 (8)
            None2005
            $142,583
            -
                0
                -
            $
                53,400 (9)
            None




23




(7)
            Includes
                393,423 restricted common shares issued to two directors, one of
                which was
                an officer, in satisfaction of $67,000 in compensation or reimbursements
                owed to them.





(8)
            Includes
                11,050,000 restricted shares issued at a deemed value of $334,000
                for
                services rendered from January 1, 2004 to December 31,
                2004.





(9)
            Represents
                4,450,000 restricted shares issued at a deemed value of $53,400 under
                an
                Employment Agreement with Kevin M.
                Clement.








Employment
      Contracts




Effective
      November 21, 2005 the Company entered into an employment agreement with Kevin
      M.
      Clement in which the Company agreed to issue to Mr. Clement, on or promptly
      after January 1, 2006, 4,450,000 MediaMax restricted common shares. The shares
      were issued to Mr. Clement on January 31, 2006. In addition, the Company’s Board
      granted Mr. Clement three stock options to purchase a total of 26,700,000
      shares, 8,900,000 of which are exercisable at $.0425 per share, 8,900,000 of
      which are exercisable at $.055 per share, and 8,900,000 of which are exercisable
      at $.070 per share. These options will vest over a three-year period, with
      one-third of them vesting on the first anniversary of the commencement of Mr.
      Clement’s employment with the company and the balance vesting monthly over the
      succeeding two years. Mr. Clement’s employment agreement has a term commencing
      on November 21, 2005 and ending on December 31, 2008. He will be paid a base
      salary of $250,000 per annum through December 31, 2007 and $300,000 per annum
      in
      2008. In addition, Mr. Clement will receive a signing bonus of $20,000, payable
      on commencement of his employment and a $35,000 incentive bonus payable upon
      successful completion of certain strategic initiatives of the company. In
      addition, the Company has indicated that it will establish an executive bonus
      program in which Mr. Clement may participate. His employment contract provides
      for severance payments equal to 50% of the present value of his base salary
      for
      the balance of his employment agreement (but not less than one year’s base
      salary) if his employment is terminated for “cause” or with “good reason”,
      except that, if his employment is terminated prior to the investment of a total
      of $2.575 million pursuant to currently pending financings, he will only be
      entitled to six months severance. Mr. Clement has also agreed to standard
      confidentiality, noncompetition and nonsolicitation provisions, which
      noncompetition and nonsoliciation provisions survive any termination of his
      employment for one year (or, in the event that he is only entitled to six-months
      severance).








Management
      Agreement





During
      March 2004 as part of the Exclusive Marketing Agreement, the Company agreed
      to
      compensate SunnComm $12,000 a month for administrative and accounting services
      for which the Company was charged through the remainder of 2004 and all of
      2005.








Options
      granted





Options
      granted to directors and officers during 2005





Individual
                Option GrantsFor
                the year ended December 31, 2005Number
                of securities
            %
                of total options granted
            Exercise
                orunderlying
            to
                employees
            base
                price
            ExpirationName
            options
                granted
            during
                year
            per
                share
            DateScott
                Stoegbauer
            580,090
            2.14%
            0.200
            10/30/2007Kevin
                M. Clement (1)
            8,900,000
            32.62%
            0.043
            11/1/2015


24





Kevin
                M. Clement (1)
            8,900,000
            32.62%
            0.055
            11/1/2015Kevin
                M. Clement (1)
            8,900,000
            32.62%
            0.070
            11/1/201527,280,090(1)
                Options vest over a three year period with 1/3 of them vesting on
                thefirst
                employment anniversary with the balance vesting monthly
                overthe
                succeeding two years.








Option
      Values at December 31, 2005





The
      value
      of all outstanding options to directors and officers at December 31,
      2005





Individual
                Option GrantsFor
                the year ended December 31, 2005Value
                of unexercisedSharesacquired
                on
            Valuerealized
                on
            Number
                  of securities underlying unexercisedoptions at December 31,
                2005
            in-the-money
                options
              at
                December 31, 2005Name
            exercise
            exercise
            Exercisable
            Unexercisable
            Exercisable
            UnexercisableScott
                Stoegbauer
            0
            0
            580,090
            0
            0
            0Kevin
                M. Clement
            0
            0
            0
            26,700,000
            0
            00
            0
            580,090
            26,700,000
            0
            0








Stock
      Option Plan





The
      Company has adopted its 1997 Statutory and Non-Statutory Incentive Stock Option
      Plan (“Plan”) which authorizes the Company to grant incentive stock options
      within the meaning of Section 422A of the Internal Revenue Code of 1986, as
      amended, and to grant nonstatutory stock options. The Plan relates to a total
      of
      623,753 shares of common stock. Options relating to all 623,753 shares have
      been
      issued and are outstanding and all are presently exercisable at strike prices
      ranging from $.20 per share to $.56 per share. The outstanding options must
      be
      exercised within 10 years from the date of grant and no later than three months
      after termination of employment or service as a director, except that any
      optionee who is unable to continue employment or service as a director due
      to
      total and permanent disability may exercise such options within one year of
      termination and the options of an optionee who is employed or disabled and
      who
      dies must be exercised within one year after the date of death.





The
      Plan
      requires that the exercise prices of options granted must be at least equal
      to
      the fair market value of a share of common stock on the date of grant, provided
      that for incentive options if an employee owns more than 10% of the Company’s
      outstanding common stock then the exercise price of an incentive option must
      be
      at least 110% of the fair market value of a share of the Company’s common stock
      on the date of grant, and the maximum term of such option may be no longer
      than
      five years. The aggregate fair market value of common stock, determined at
      the
      time the option is granted, for which incentive stock options become exercisable
      by an employee during any calendar year is limited to $100,000.





The
      Plan
      is to be administered by the Company’s Board of Directors or a committee thereof
      which determines the terms of options granted, including the exercise price,
      the
      number of shares of common stock subject to the option, and the terms and
      conditions of exercise. No option granted under the Plan is transferable by
      the
      optionee other than by will or the laws of descent and distribution, and each
      option is exercisable during the lifetime of the optionee only by such optionee.








Compensation
      of Directors


25





During
      2004, Mr. Carrigan received 2,000,000 restricted common shares valued at $.03
      per share for audit committee work pertaining to controls and procedures being
      established.








ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth, as of March 13, 2006, certain information with
      respect to the beneficial ownership of the Company's common stock by (i) each
      director and officer of the Company, (ii) each person known to the Company
      to be
      the beneficial owner of 5% or more of the outstanding shares of common stock,
      with such person's address, and (iii) all of the directors and executive
      officers as a group. Unless otherwise indicated, the person or entity listed
      in
      the table is the beneficial owner of the shares and has sole voting and
      investment power with respect to the shares indicated.







**Name
                of Beneficial Owneror
                Name of Officer or Director**
            **Shares
                beneficiallyOwned
                (1)**
            **Percent**Kevin
                M. Clement, CEO
              886
                N. Cofco Center Ct., Suite 1053
              Phoenix,
                AZ. 85008
            4,650,000
            2.4Scott
                Stoegbauer, V.P. Sales & Marketing
              668
                N. 44th Street, Suite 233
              Phoenix,
                AZ. 85008
            648,757
                (2)
            0.3Wade
                P. Carrigan, Director
              P.O.
                Box 1908
              Gilbert,
                AZ. 85299
            6,131,415
            3.2SunnComm
                International, Inc.
              668
                N. 44th Street, Suite 248
              Phoenix,
                AZ. 85008
            44,879,785
                (3)
            23.3All
                officers and directors as a
              group
                (3 persons)
            11,430,172
            5.9





1.
              All
                  securities are owned directly and beneficially unless otherwise
                  noted.
                  Beneficial ownership is determined in accordance with the rules
                  of the
                  Securities and Exchange Commission and generally includes voting
                  or
                  investment power with respect to securities. Shares of common stock
                  subject to options and warrants currently exercisable or exercisable
                  within 60 days of March 13, 2006 are deemed outstanding for computing
                  the
                  percentage of the person or entity holding such securities but
                  are not
                  outstanding for computing the percentage of any other person or
                  entity.





2.
            Includes
                580,090 shares of common stock underlying presently exercisable
                options.





3.
            Amounts
                shown include shares held by Project 1000, Inc. which is a wholly
                owned
                subsidiary and shares personally owned by the directors of
                SunnComm.











ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS





On
      January 30, 2004, the Company issued 11,000,000 restricted common shares to
      its
      three directors, two of which were officers, for services to be rendered during
      2004 at a deemed value of $82,500. All services were rendered as of December
      31,
      2004.





On
      February 2, 2004, the Company issued 4,883,333 restricted common shares to
      directors and officers for services rendered during 2003 at a deemed value
      of
      $146,500 and 1,169,616 restricted common shares for reimbursement of cash
      advances of $35,088. A total of 986,072 restricted common shares were issued
      to
      a non-affiliate for payment of $29,582 of accrued interest expense and cash
      advances made to the Company during 2003 and prior years. The issuance of the
      stock was exempt from registration under Section 4(2) of the Securities Act.
      No
      underwriter was involved in the offer of sale of the shares.


26





On
      March
      4, 2004 the written consent, of a majority of disinterested outstanding common
      shares of record at February 4, 2004 became effective to approve the issuance
      of
      10,152,704 restricted common shares valued by the Company at $.03 per share
      to
      SunnComm, "SunnComm", for $304,581 of debt incurred for cash advances and
      administrative and overhead expenses charged to the Company and to approve
      the
      issuance of 64,000,000 restricted common shares valued by the Company at $.03
      per share for a total consideration of $1,920,000 to SunnComm and the assumption
      of a $108,860 outstanding debt due to a consultant for an Exclusive Marketing
      Agreement with its commercial copy protection technology on CD's and all of
      its
      continuing upgrades. The Agreement provides the Company with 40% of the revenues
      derived from all existing licensing agreements held by SunnComm for the
      technology and requires it to advance $138,000 a month against future royalties
      and an additional $12,000 for services being provided by SunnComm. The first
      such payment was made on March 31, 2004. Once annual gross revenues of
      $3,600,000 are achieved, the Company will receive 50% of all revenues derived
      from licensing agreements. The Exclusive Marketing Agreement gives the Company
      the exclusive marketing rights for SunnComm’s optical media enhancement and
      control technologies. Under the terms of the Exclusive Marketing Agreement,
      the
      Company must pay for all of its sales and marketing costs and SunnComm must
      pay
      for all of its development and upgrade costs. SunnComm also agreed to indemnify
      the Company against consumer complaints and product related
      litigation.





During
      the year ended December 31, 2004, the Company paid $12,000 a month for ten
      months to SunnComm for administrative and accounting services. The agreement
      with SunnComm is on a month to month basis.





On
      June
      11, 2005 the Company entered into an Agreement and Plan of Merger with SunnComm.
      The Agreement provided for the issuance of the Company’s common shares in
      exchange for all of the outstanding common shares of SunnComm on a one-for-one
      basis subject to the issuance of a fairness opinion from an independent
      valuation expert regarding the exchange ratio. Additional conditions to the
      consummation of the merger include, but are not limited to, audited financial
      statements, the registration with the SEC of the Company’s shares to be issued
      in the transaction and shareholder approval of the merger by a majority of
      the
      shareholders of both companies. It also provided for an amendment to the
      existing Exclusive Marketing Agreement with SunnComm whereby any defaults on
      the
      part of the Company are waived by SunnComm at least through July 31, 2006,
      and
      the earliest that SunnComm can exercise any right of termination due to any
      default by the Company is March 31, 2006.





On
      September 21, 2005 the Amended and Restated Exclusive Marketing Agreement of
      June 11, 2005 was amended as part of the Definitive Agreement for the Company
      to
      acquire SunnComm in a reverse merger. This Second Amended and Restated Exclusive
      Marketing Agreement will only become effective if the merger with SunnComm
      International Inc., “SunnComm” is terminated by SunnComm. In such an event, the
      Agreement provides for the Company to receive 100% of the royalties until all
      penalties and expenses are recovered, after which the Company would receive
      50%
      of the royalties. All the other terms of the original Marketing Agreement
      remained the same. This amended agreement was consideration for the Company
      offering warrants on its common stock to potential investors of SunnComm.





On
      November 2, 2005 the Company entered into the First Amendment to the Agreement
      and Plan of Merger with SunnComm which required the resignation of William
      Whitmore, Jr. as the CEO and appointment of Kevin M. Clement as the new CEO
      and
      to increase the directors on the board to six members before the merger.





The
      Amendment also contemplates that Peter Jacobs, the President and Chief Executive
      Officer of SunnComm, will assume the non-executive position of Chairman of
      the
      Board of Directors of the merged company from and after the effective time
      of
      the Merger. As part of this agreement, the Company agreed to retain Mr. Jacobs
      as a consultant and as its non-executive Chairman of the Board from the
      effective time of the Merger with SunnComm through June 30, 2007. Mr. Jacobs
      will be paid a consulting fee equal to $100,000 per annum for his services.
      In
      addition, the Company agreed to issue Mr. Jacobs 10,000,000 shares of the
      Company’s common stock on or promptly after January 1, 2006, which shares he may
      cause the Company to repurchase for $.10 per share within 30 days following
      the
      second anniversary of the effective time of the SunnComm merger, and granted
      to
      Mr. Jacobs options to purchase 15,000,000 MediaMax shares, 10,000,000 of which
      are exercisable at $.05 per share and 5,000,000 of which are exercisable at
      $.075 per share. All such options vest in full  upon  the
      effective time of the Merger. The consulting agreement with Mr. Jacobs also
      includes standard releases of claims and non-disparagement, confidentiality
      and
      non-solicitation provisions.


27




During
      2005 the Company amended a registration statement originally filed on June
      29,
      2004 with the Securities and Exchange Commission which registered 96,290,414
      of
      the Company’s common shares owned by SunnComm. At December 31, 2004 SunnComm
      owned 72,410,521 common shares of the Company representing approximately 40%
      of
      its outstanding common shares. A total of four amendments were made to the
      registration statement during 2005. The last amendment was on November 14,
      2005
      which was post effective amendment number five where there were 62,310,521
      registered shares held for sale. At that time, SunnComm had an agreement with
      Granite Associates, Inc., a registered broker-dealer, to sell 56,000,000 of
      the
      registered shares in two unit offerings by December 15, 2005.





Offering
      I involved the offer of up to 14 million units, each of which included two
      registered shares of MediaMax common stock offered under the prospectus, one
      Class A Warrant to purchase a restricted common share of MediaMax at an exercise
      price of $.05, and one Class B Warrant to purchase a restricted common share
      of
      MediaMax at an exercise price of $.10. The purchase price per unit was $.075.
      None of the Warrants, the shares purchasable thereunder, nor the units
      themselves were being offered under the registration statement. Only the
      registered shares of MediaMax common stock owned by SunnComm which comprise
      a
      portion of the units were being offered under the prospectus.





Offering
      II involved the offer of up to 14 million units, each of which included two
      registered shares of MediaMax common stock offered under the prospectus, one
      restricted share of SunnComm common stock, one Class A Warrant to purchase
      a
      restricted common share of MediaMax at an exercise price of $.05, and one Class
      B Warrant to purchase a restricted common share of MediaMax at an exercise
      price
      of $.10. The purchase price per unit was $.105. None of the Warrants, the shares
      purchasable thereunder, the SunnComm restricted common stock, nor the units
      themselves were being offered under the prospectus. Only the registered shares
      of MediaMax common stock owned by SunnComm which comprise a portion of the
      units
      were being offered under the prospectus.





The
      Company would not receive any proceeds from the sale of the registered shares
      by
      the selling shareholder. The Company estimates that it has incurred
      approximately $20,000 in legal and accounting fees, none of which are owed
      or
      have been paid to directors, officers or affiliates.





On
      November 18, 2005, Granite Associates, Inc. raised $822,500 for SunnComm under
      post effective amendment five which resulted in the Company having granted
      warrants to nine persons to purchase 10,966,667 restricted common shares at
      $.05
      per share expiring November 18, 2007 and an additional 10,966,667 restricted
      common shares at $.10 per share expiring November 18, 2010. The Company also
      issued 1,096,667
      restricted common shares to Granite Associates Inc. as part of a commission
      agreement in connection with the Unit Offering. At December 31, 2005, SunnComm
      owned 38,068,853 common shares of the Company representing approximately 21%
      of
      all of its outstanding shares.





During
      2005, SunnComm charged the Company $144,000 for administrative services and
      advanced $341,625 for operation expenses. At December 31, 2005, the Company
      owed
      SunnComm $ 227,408.








ITEM
      13.
      EXHIBITS AND REPORTS ON FORM 8-K





a.
      Exhibits. The following exhibits required by Item 601 to be filed herewith
      are
      incorporated by reference to previously filed documents:





Exhibit
      No.  Description
      and Method of Filing





3.1
            Certificate
                of Change to the Authorized Shares of Fan Energy, Inc., as filed
                with the
                Nevada Secretary of State June 28, 2002 as filed on Exhibit 3(I)
                1 on Form
                8-K dated June 28, 2002.





3.2
                Amended
                    Articles of Incorporation for change of name and increased authorized
                    shares incorporated by reference on Exhibit 1 on Form 8-K filed
                    April 24,
                    2003.


28


10.0
            Asset
                Purchase Agreement with Project 1000, Inc. dated May 3, 2002 on Exhibit
                10.1 (1)





10.1
            Amendment
                # 1 to Asset Purchase Agreement with Project 1000, Inc. dated May
                3, 2002
                on Exhibit 10.2 (1)





10.2
            Amendment
                # 2 to Asset Purchase Agreement with Project 1000, Inc. dated May
                3, 2002
                on Exhibit 10.3 (1)





10.3
            Voting
                Agreement with Project 1000, Inc. dated May 3, 2002 on Exhibit 10.4
                (1)





10.4
            Exclusive
                Marketing Agreement with SunnComm incorporated by reference on Form
                8-K
                filed March 12, 2004.




16.1
              Letter
                  on Change in Certifying Accountant incorporated by reference on
                  Form 8-K
                  filed March 12, 2004.




22.1
            Shareholder
                Consent of disinterested shareholders for transactions with SunnComm
                incorporated by reference on Form 14C filed February 5,
                2004.





22.2
            Shareholder
                Consent of majority shareholders for changing of the Company’s name
                incorporated by reference on Form 14C filed March 2,
                2005.


31.1Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification ofExecutive Officer and Chief Financial Officerpursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.


(b)
      Reports filed on Form 8-K for the three months ended December 31,
      2005.





(1)
            Incorporated
                by reference on Form 8-K dated November 4, 2005 for the First Amendment
                to
                Plan of Merger, Employment Agreement for Kevin M. Clement, Transition
                and
                Consulting Agreement for Peter H. Jacobs and Consulting Agreement
                for
                Granite Associates, Inc.


(2)
            Incorporated
                by reference on Form 8-K dated December 21, 2005 for resignation
                of
                William H. Whitmore Jr. and his Transition and Consulting
                Agreement.
























29





Item
      14. **** PRINCIPAL
      ACCOUNTANT FEES AND SERVICES








AUDIT
      FEES





The
      aggregate fees billed by Semple & Cooper for professional services rendered
      for the audit of our annual financial statements included in our Annual Report
      on Form 10-KSB for the years ended December 31, 2004 and 2003 were $37,000.





AUDIT
      RELATED FEES





For
      the
      years ended December 31, 2004 and 2003, the aggregate fees billed for assurance
      and related services billed by Semple & Cooper relating to the performance
      of the audit of our financial statements which are not reported under the
      caption “Audit Fees”, above, was $Nil.





TAX
      FEES





For
      the
      years ended December 31, 2004 and 2003, the aggregate fees billed for other
      non-audit professional services billed by Semple & Cooper other than those
      services listed above, was $Nil.





ALL
      OTHER
      FEES





Semple
      & Cooper’s fees for reviewing the Company’s registration statements for
      SunnComm were approximately $13,000 and $13,000 during the years ending December
      31, 2004 and 2005, respectively.





The
      audit
      committee pre-approves all services provided by our independent auditors. The
      audit committee has considered the nature and the amount of the fees billed
      by
      Semple & Cooper and believes that the provision of services for activities
      unrelated to the audit is compatible with maintaining Semple & Cooper’s
      independence.





SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.





MediaMax
      Technology Corporation




Date: March 31, 2006
            By /s/ Kevin M. Clement
              Kevin M. Clement
              Chief
                Executive Officer
              Principal
                  Accounting Officer





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








Date: March 31, 2006
            By
                /s/Kevin M. Clement
              Kevin
                M. Clement
              DirectorDate: March 31, 2006
            By
                /s/ Wade P. Carrigan
              Wade
                P. Carrigan
              Director





30





Exhibit
      31.1




Certification
      of Chief Executive Officer and Chief Financial Officer


required
      by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934,


as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




I,
      Kevin
      M. Clement, Chief Executive Officer and Principal Accounting Officer of MediaMax
      Technology Corporation, formerly Quiet Tiger, Inc., certify that:





1.
                I
                    have reviewed this annual report on Form 10-KSB of MediaMax Technology
                    Corporation;





2.
            Based
                on my knowledge, this annual report does not contain any untrue statement
                of a material fact or omit to state a material fact necessary to
                make the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                annual report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this annual report, fairly present in all material respects
                the financial condition, results of operations and cash flows of
                the
                registrant as of, and for, the periods presented in this annual
                report;





4.
                The
                    registrant’s other certifying officers and I are responsible for
                    establishing and maintaining disclosure controls and procedures
                    (as
                    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
                    and we
                    have:


a.
                Designed
                    such disclosure controls and procedures to ensure that material
                    information relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those entities,
                    particularly during the period in which this annual report is
                    being
                    prepared;





b.
            Evaluated
                the effectiveness of the registrant’s disclosure controls and procedures
                as of a date within 90 days prior to the filing date of this annual
                report
                (the “Evaluation Date”); and





c.
            Presented
                in this annual report our conclusions about the effectiveness of
                the
                disclosure controls and procedures based on our evaluation as of
                the
                Evaluation Date;





5.
            The
                registrant’s other certifying officers and I have disclosed, based on our
                most recent evaluation, to the registrant’s auditors and the audit
                committee of registrant’s board of directors (or persons performing the
                equivalent function):





a.
            All
                significant deficiencies in the design or operation of internal controls
                which could adversely affect the registrant’s ability to record, process,
                summarize and report financial data and have identified for the
                registrant’s auditors any material weaknesses in internal controls;
                and





b.
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal
                controls; and





6.
            The
                registrant’s other certifying officers and I have indicated in this annual
                report whether or not there were significant changes in internal
                controls
                or in other factors that could significantly affect internal controls
                subsequent to the date of our most recent evaluation, including any
                corrective actions with regard to significant deficiencies and material
                weaknesses.




Date:
                March 31, 2006/s/
                Kevin M. ClementKevin
                M. Clement
              Chief
                Executive Officer
              Principal
                Accounting Officer









31




Exhibit
      32.1


Certification
        of CEO and CFO
 Pursuant
        to 18 U.S.C. Section 1350,
 As
        Adopted Pursuant to
 Section
        906 of the Sarbanes-Oxley Act of 2004
 
 
 In
        connection with the Annual Report on Form 10-KSB of MediaMax Technology
        Corporation, formerly known as Quiet Tiger, Inc., for the year ended December
        31, 2005 as filed with the Securities and Exchange Commission on the date
        hereof
        (the "Report"), Kevin M. Clement, Chief Executive Officer and Chief Financial
        Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
        of
        his knowledge:
 
 1.  The
        Report fully complies with the requirements of Section 13(a) or 15(d) of
        the
        Securities Exchange Act of 1934; and
 
 2.  The
        information contained in the Report fairly presents, in all material respects,
        the financial condition and results of operations of the
        Corporation.
 
 
 /s/Kevin
        M. Clement
 Name:
        Kevin M. Clement
 Date:
        March 31, 2006
   This
        certification accompanies the Report pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
        extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the
        Corporation for purposes of Section 18 of the Securities Exchange Act of
        1934,
        as amended.
        32




**Report
      of Independent Registered Public Accounting Firm**









To
      the
      Board of Directors and Stockholders of


MediaMax
      Technology Corporation and Subsidiary


We
      have
      audited the accompanying consolidated balance sheets of MediaMax Technology
      Corporation and Subsidiary as of December 31, 2005 and 2004 and the related
      consolidated statements of operations, changes in stockholders’ equity, and cash
      flows for the years then ended. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits.




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




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of MediaMax Technology
      Corporation and Subsidiary at December 31, 2005 and 2004, and the results of
      its
      operations, changes in stockholders’ equity and its cash flows for the years
      then ended in conformity with accounting principles generally accepted in the
      United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company’s significant operating losses
      raise substantial doubt about its ability to continue as a going concern. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.









/s/Semple
      & Cooper, LLP


Semple
&
Cooper,
      LLP


Phoenix,
      Arizona


March
      17,
      2006





















33









**MEDIAMAX
                TECHNOLOGY CORPORATION****FKA
                QUIET TIGER INC.****CONSOLIDATED
                BALANCE SHEET****At
                December 31, 2005****ASSETS****CURRENT
                ASSETS:**Cash
            
            $
                748Deferred
                compensation
            
            80,000Deposits
            
            11,129Total
                current assets
            
            91,877**OTHER
                ASSETS:**Furniture
                and equipment, net
            6,982Intangible
                assets, net
            
            100,000Deferred
                reorganization costs
            763,133Total
                assets
            
            $
                961,992**LIABILITIES**CURRENTAccounts
                payable
            
            $
                745,050Advances
                due to affiliate
            
            227,408Notes
                payable
            
            150,000Total
                current liabilities
            
            1,122,458Total
                liabilities
            
            1,122,458**STOCKHOLDERS'
                DEFICIT**Preferred
                stock, $.001 par value,50,000,000
                shares authorized, none issuedCommon
                stock, $.001 par value, 350,000,000 sharesauthorized,
                186,794,325 issued and outstanding
            186,794Additional
                paid-in capital
            
            11,536,022Additional
                paid-in capital stock options
            1,271,522Accumulated
                (deficit)
            
            (13,154,804)Total
                stockholders' equity
            
            (160,466)Total
                liabilities and stockholders' equity
            $
                961,992See
                accompanying notes to these consolidated financial
                statements.




34





**MEDIAMAX
                TECHNOLOGY CORPORATION****FKA
                QUIET TIGER INC.****CONSOLIDATED
                STATEMENTS OF OPERATION****For
                the years ended****December
                31,****2005**
            
            **2004****REVENUES**Licensing
                revenue
            $230,854
            
            $105,972Total
                Revenue
            230,854
            
            105,972**OPERATIING
                EXPENSES**Impairment
                on equipment
            0
            
            100,000Impairment
                on marketing agreement
            1,940,863
            
            0General
                and administrative
            669,325
            
            837,998Sales
                & marketing
            260,611
            
            54,693Stock
                based compensation to
            90,465
            
            270,000outside
                third partiesConsulting
            69,850
            
            36,130Legal
                & accounting
            116,763
            
            42,262Interest
                expense
            11,629
            
            167Financing
                expense
            250,000
            
            0Amortization
                and depreciation
            407,347
            
            305,463Total
                Operating Expenses
            3,816,853
            
            1,646,713Net
                (Loss)
            ($3,585,999)
            
            ($1,540,741)**(LOSS)
                PER SHARE:**Basic
                and diluted (loss) per share
            ($0.02)
            
            ($0.01)**WEIGHTED
                AVERAGE SHARES OUTSTANDING:**Basic
                and diluted
            183,162,818
            
            156,366,147See
                accompanying notes to these consolidated financial
                statements.


35





**MEDIAMAX
                TECHNOLOGY CORPORATION FKA QUIET TIGER ,INC.****CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT****For
                the years ended December 31, 2005 and 2004**Paid-In
            Stock
            AccumulatedShares
            Amount
            Capital
            Options
            (Deficit)
            TotalBalance
                at December 31, 2003
            55,432,778
            $55,433
            $7,408,951
            $100,500
            ($8,028,064)
            ($463,180)Shares
                issued in privateplacement
                for cash
            20,740,476
            20,740
            784,260
            
            
            805,000Finder
                fees
            0
            0
            (5,000)
            
            
            (5,000)Shares
                issued for debt
            17,337,738
            17,338
            510,094
            
            
            527,432Shares
                issued for exclusivemarketing
                agreement
            64,000,000
            64,000
            1,856,000
            
            
            1,920,000Shares
                issued for services
            24,383,333
            24,383
            859,617
            
            
            884,000Net
                (Loss) for the yearended
                December 31, 2004
            
            
            
            
            (1,540,741)
            (1,540,741)Balance
                at December 31, 2004
            181,894,325
            181,894
            11,413,922
            100,500
            (9,568,805)
            2,127,511Shares
                for services
            4,500,000
            4,500
            108,500
            
            
            113,000Shares
                for debt
            400,000
            400
            13,600
            
            
            14,000Stock
                options and warrants granted
            
            
            
            1,171,022
            
            1,171,022Net
                (Loss) for the yearended
                December 31, 2005
            
            
            
            
            (3,585,999)
            (3,585,999)Balance
                at December 31, 2005
            186,794,325
            $186,794
            $11,536,022
            $1,271,522
            ($13,154,804)
            ($160,466)See
                accompanying notes to these consolidated financial
                statements.





36








**MEDIAMAX
                TECHNOLOGY CORPORATION FKA QUIET TIGER,
                INC.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****For
                the years ended****2005**
            **2004****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss for the period
            ($3,585,999)
            ($1,540,741)Adjustments
                to reconcile netcash
                used by operations:Loss
                on disposal of equipment
            1,827
            0Amortization
                and depreciation expense
            407,347
            305,463Impairment
                of equipment
            0
            100,000Impairment
                of exclusive marketing agreement
            1,940,863
            0Write
                off financing fees
            250,000
            0Common
                stock issued for services
            113,000
            604,000Common
                stock issued for payables
            14,000
            11,681Fair
                value of stock options issued
            1,965
            0Changes
                in assets and liabilities:(Increase)/decrease
                in deferred compensation
            (80,000)
            0(Increase)/decrease
                in deposits
            0
            (479)Increase/(decrease)
                in accounts payable
            554,121
            46,222Increase/(decrease)
                in net due to/from affiliates
            491,389
            (273,599)Increase/(decrease)
                in accrued interest
            11,379
            167Net
                cash provided (used) by operating activities
            119,892
            (747,286)**CASH
                FLOWS FROM INVESTING ACTIVITIES**Cash
                paid for equipment
            (3,804)
            (7,714)Investment
                in DarkNoise Technologies
            0
            (70,000)Cash
                payment on assumed debt under exclusive marketing
                agreement
            0
            (25,000)Deferred
                reorganization costs
            (216,180)
            0Net
                cash (used) in investing activities
            (219,984)
            (102,714)**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from sale of common stock
            0
            800,000Proceeds
                from sale of convertible debenture
            100,000
            50,000Net
                cash provided by financing activities
            100,000
            850,000Net
                Increase (decrease) in cash
            (92)
            0Cash
                at beginning of period
            840
            840Cash
                at end of period
            $748
            $840Cash
                paid during the year for:Interest
                expense
            $11,629
            $167


37





**SUPPLEMENTAL
                DISCLOSURE OF NONCASH INVESTING AND FINANCING
                ACTIVITIES**Issuance
                of 21,933,334 stock warrants for enhanced rights under
            $622,104
            $0marketing
                agreementIssuance
                of 15,000,000 stock options to investors
            $546,953
            $0for
                merger agreementIssuance
                of 64,000,000 common shares and assumption of
            $0
            $2,028,860$108,860
                of debt for and exclusive marketing agreement withSunnComm
                International Inc.Payment
                of debenture and accrued interest for 886,073
            $0
            $26,582common
                sharesPayment
                of debt to affiliates for 16,305,653 common shares
            $0
            $489,169Issuance
                of 1,000,000 shares for consulting fees pertaining
            $0
            $30,000to
                acquisitions.Issuance
                of 3,333,333 common shares for commitment fee
            $0
            $250,000See
                accompanying notes to these consolidated financial
                statements.


38








NOTE
      1 -
      ORGANIZATION AND BUSINESS





MediaMax
      Technology Corporation, formerly known as Quiet Tiger, Inc. (the "Company")
      was
      originally formed as an Idaho corporation in the early 1900s as a mining
      exploration company and was not successful in the exploration of mining
      properties. In 1988 the predecessor was merged into a newly-formed Nevada
      Corporation named Eastern Star, Inc. and it was inactive thereafter, with no
      assets or liabilities through the end of 1996. In early 1997, the Company was
      reactivated when the holder of a majority of the outstanding common stock
      transferred control of the inactive corporation. The name of the corporation
      was
      changed to Fan Energy Inc. during and the transferee elected new directors
      and
      officers and caused the Company to effect a 10-into-1 reverse stock split.
      Effective with the change in control and reactivation during 1997, the
      stockholders of the Company approved a plan of informal quasi reorganization.
      Pursuant to the plan, the Company's accumulated deficit of $504,648, as of
      the
      date of reorganization, was eliminated and charged to additional paid-in capital
      as defined by Statement of Financial Accounting Standards (SFAS) No. 7 and
      was
      considered a development stage company effective January 1, 1997.





During
      the year 2000 Fan Energy Inc. became an independent energy company engaged
      in
      the development, exploration and acquisition of oil and natural gas reserves
      in
      the western United States. On December 1, 2001 the Company sold all of its
      assets related to the oil and natural gas industry to an entity controlled
      by a
      director of the Company. The disinterested members of the Board of Directors
      of
      the Company, following an independent evaluation of the properties, approved
      the
      transaction unanimously.




On
      December 24, 2001, the Company effected another reverse stock split of one
      new
      common share for each fifteen pre-consolidated shares. On June 28, 2002, the
      Company effected a forward stock split of 9.3563 shares for 1
      share.





On
      January 8, 2001, the Company acquired plant, equipment and other assets,
      including specialized manufacturing equipment, manufacturing set-ups, real
      estate lease, fixtures and related equipment and other property with an
      estimated fair value of at least $3.8 million from four independent sellers.
      In
      consideration for the acquisition of the assets, the Company issued 12,007,252
      shares of its restricted common stock to the sellers. The equipment valuation
      was determined by a discounted cash flow of projected operating income using
      a
      maximum cost of funds of 20% per annum. This was further supported by an
      independent expert's valuation opinion of the replacement value of the
      equipment. In determining the amount of Company's consideration for the assets,
      the parties estimated the present fair market value of all such assets to be
      equivalent to approximately $.32 per share issued. Also on January 8, 2001,
      the
      Company sold 2,027,198 shares of restricted common stock to one of the sellers
      for $650,000, of which $600,000 was paid by a secured note. The assets acquired
      by the Company constituted plant, equipment and other physical property intended
      to be used in the manufacture of 3.5-inch micro floppy disks. None of the assets
      were previously used in such a business by the sellers.





On
      May 3,
      2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned
      subsidiary of SunnComm Technologies, Inc., "Digital Content Cloaking
      Technology(TM)", known as MediaCloQ or MediaMaker ("P1 Technology"), which
      is a
      set of methodologies that are designed to work together to thwart illegal
      copying or ripping of optical media that complies to IEC 90608 Redbook
      standards. Each of the methodologies used is meant to work toward defeating
      the
      various software products currently available on the market today that are
      used
      for the purpose of making illegal copies of CDs or of individual audio tracks.
      The Assets include, but are not limited to, P1`s proprietary property which
      includes all English and foreign language, all commercial and non-commercial,
      and all present and future versions thereof, and all required and/or relevant
      P1
      Documentation, Intellectual Property Rights and other proprietary rights
      therein, and Derivatives thereof that are required and/or relevant to the
      development of current and future versions. The Company issued 23,837,710
      restricted common shares to P1 for the P1 Technology resulting in a change
      of
      control of the registrant. The P1 Technology was recorded by the registrant
      at
      P1's cost.





At
      December 31, 2003, the Company impaired all of its MediaCloQ technology for
      $674,629 because it determined that it could not be sold due to its inability
      to
      work on all DVD players. It also impaired its floppy disk burnishing equipment
      $900,000; thus reducing its value to $100,000.


39





On
      March
      4, 2004 the written consent, of a majority of disinterested outstanding common
      shares of record at February 4, 2004 of the Company, became effective to approve
      the issuance of 10,152,704 restricted common shares valued by the Company at
      $.03 per share to SunnComm International, Inc., "SunnComm", for $304,581 of
      debt
      incurred for cash advances and administrative and overhead expenses charged
      to
      the Company and to approve the issuance of 64,000,000 restricted common shares
      valued by the Company at $.03 per share for a total consideration of $1,920,000
      to SunnComm and the assumption of a $110,000 outstanding debt due to a
      consultant for an Exclusive Marketing Agreement with its commercial copy
      protection technology on CD's and all of its continuing upgrades. The Agreement
      provides the Company with 50% of the revenues derived from all existing
      licensing agreements held by SunnComm for the technology and required the
      Company to advance $138,000 a month against future royalties and an additional
      $12,000 for services being provided by SunnComm. The first payment was made
      on
      March 31, 2004. The Exclusive Marketing Agreement gives the Company the
      exclusive marketing rights for SunnComm's optical media enhancement and control
      technologies. Under the terms of the Exclusive Marketing Agreement, the Company
      must pay for all of its sales and marketing costs and SunnComm must pay for
      all
      of its development and upgrade costs. SunnComm also agreed to indemnify the
      Company against consumer complaints and product related litigation.





On
      December 31, 2004, the Company impaired the remaining $100,000 of its floppy
      disk burnishing equipment; thus eliminating any value it may have.





On
      March
      18, 2005, the Company reached a definitive agreement with DarkNoise to transfer
      only intellectual property and select equipment including inventions, pending
      patents, research and development and property relating to current joint
      development initiatives. The Company plans to further develop the technology
      in
      order to ensure effectiveness and compatibility with MediaMax. The company
      intends to share the research and development to date and the intellectual
      property with SunnComm and one of its strategic technology partners in the
      academic community, which specializes in audio processing and music engineering.





Once
      developed and integrated, the Agreement requires the Company to undertake sales
      and marketing of the product. DarkNoise will receive a 25% royalty on the
      incremental net revenues generated by the inclusion of the technology with
      the
      product or products being marketed by the Company at that time.





On
      June
      11, 2005, MediaMax Technology Corp. ("the Company") entered into an Agreement
      and Plan of Merger (the "Merger Agreement") with SunnComm. The Merger Agreement
      included a First Amended Exclusive Marketing Agreement with SunnComm to market
      any products which SunnComm owns, develops or otherwise has the right to
      license, from which the Company derives 40% of all gross revenues generated
      from
      its marketing efforts. A Second Amended Marketing Agreement was executed on
      September 21, 2005, see Note 9. The Merger Agreement provides for the issuance
      of the Company's common shares in exchange for all of the outstanding common
      shares of SunnComm on a one-for-one basis. The consummation of the merger is
      subject to the issuance of a fairness opinion from an independent valuation
      expert. Additional conditions to the consummation of the merger include, but
      are
      not limited to, audited financial statements, the registration with the SEC
      of
      the Company's shares to be issued in the transaction and shareholder approval
      of
      the merger by a majority of the shareholders of both companies.





On
      September 21, 2005 MediaMax executed a Second Amendment to the Marketing
      Agreement which included a provision giving MediaMax a waiver from making
      advanced royalty payments through June 30, 2006. Although the advanced royalty
      waiver within the Second Amended Marketing Agreement became immediately
      effective on September 21, 2005, the other provisions within the Second Amended
      Marketing Agreement will only become effective if the planned merger with
      SunnComm does not occur because of certain specified reasons including
      SunnComm's failure as defined in the Merger Agreement. If it does become
      effective, the percentage of revenues on sales or licenses of SunnComm products
      retained by the company would, in general increase to 50% from 40% for the
      first
      $3.6 million in annual sales, SunnComm's license grants would remain exclusive
      for at least five years (even if the agreement is subsequently terminated).
      In
      addition, the Second Marketing Agreement requires the source code for the
      licensed SunnComm products to be deposited into a source code escrow account.
      The Waiver Letter provides that any defaults on MediaMax’s part, pertaining to
      advance royalty payments, are waived by SunnComm until the earlier of June
      30,
      2006 or the date on which it is publicly announced that the merger will not
      be
      consummated (if such ever occurs) and also that no termination of the Marketing
      Agreement by SunnComm due to any default of MediaMax may occur until after
      June
      30, 2006.


40





On
      November 18, 2005 the Company issued warrants to purchase 21,933,334 common
      shares of its common stock to SunnComm investors as consideration for SunnComm
      agreeing to a Second Amended Exclusive Marketing Agreement. The options were
      valued at $622,104 using the Black Scholes option pricing model and capitalized
      to the Exclusive Marketing Agreement. On December 31, 2005 the Company impaired
      the entire Exclusive Marketing Agreement for the remaining unamortized amount
      of
      $1,940,863 (See Note 2).





During
      December 2005, the Company performed a review for potential impairment of the
      Exclusive Marketing Agreement based on circumstances indicating that the amount
      may not be recoverable. During November, 2005 the Company and SunnComm were
      informed by its largest customer that it would be suspending the use of the
      MediaMax copy protection software due to pending lawsuits related to a
      competitor’s copy protection software. The uncertainty in the marketplace for
      digital rights management products has affected the marketability of the
      MediaMax product resulting in no revenues during the first quarter of 2006.
      In
      addition, pursuant to the Second Amendment to the Exclusive Marketing Agreement,
      commencing July 1, 2006 the Company will be required to make monthly advanced
      royalty payments in the amount of $138,000 per month. Without revenues from
      its
      largest customer, the Company may not be able to make those payments and
      therefore may be considered in default of the Agreement. Based on the
      aforementioned circumstances, the Company’s review concluded that as of December
      31, 2005 the Company should impair the entire Exclusive Marketing Agreement
      for
      the remaining unamortized amount of $1,940,863.








GOING
      CONCERN AND OPERATIONS





The
      accompanying consolidated financial statements have been prepared on the basis
      of accounting principles applicable to a going concern, which contemplates
      the
      realization of assets and extinguishment of liabilities in the normal course
      of
      business.





As
      shown
      in the accompanying financial statements during the years ended December 31,
      2005 and 2004, the Company incurred net losses of $3,585,999 and $1,540,741,
      respectively, and as of December 31, 2005 had a working capital deficit of
      $1,030,581 which included approximately $143,000 in unpaid payroll taxes.





The
      uncertainty in the marketplace for digital rights management products has
      affected the marketability of the MediaMax product resulting in no revenues
      during the first quarter of 2006 and increased the difficulty in raising capital
      to finance general and administrative expenses. These circumstances raise
      substantial doubt about the Company’s ability to continue as a going concern
      during the next twelve months.





The
      Company’s continuation as a going concern is dependent upon its ability to
      generate sufficient cash flow to meet its obligations on a timely basis, to
      market an improved version of MediaMax and new products that can be sold in
      the
      marketplace, to obtain equity investments and additional financing as may be
      required to ultimately attain successful operations. Management is currently
      seeking equity investments, negotiating with a major record label to set a
      new
      level of standardization in place and an increased level of testing protocols,
      consulting with SunnComm regarding the development of new products for sale
      as
      well as discussing with SunnComm ongoing consideration for consulting services
      being provided by the Company. There can be no assurance, however, that
      Management's efforts will ultimately be successful.











SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





RESTATEMENT
      OF SHARE AMOUNTS





On
      May
      19, 1997, the Company effected a ten-into-one reverse stock split.





On
      December 24, 2001, the Company effected a fifteen-into-one reverse stock split.





On
      June
      28, 2002, the Company effected a forward stock split of 9.3563 shares for 1
      share.


41


All
      of
      the common authorized and issued shares were affected by the Share
      consolidations of May 19, 1997 and December 24, 2001 and the forward stock
      split
      of June 28, 2002. All share amounts in this entire report are stated post
      reverse of May 19, 1997 and December 24, 2001 and post forward stock split
      of
      June 28, 2002 unless otherwise indicated.





PRINCIPLES
      OF CONSOLIDATION





The
      consolidated financial statements include the accounts of the Company and its
      subsidiary. All intercompany accounts and transactions were
      eliminated.





REVENUE
      RECOGNITION





Licensing
      revenue is recognized as it is earned in accordance with Staff Accounting
      Bulletin (“ SAB ”)
      No.
      104 when reasonable assurance exists regarding measurement and collectibility.
      The Company’s sole source of revenue during 2004 was through an Exclusive
      Marketing Agreement that was executed during March 2004 through which the
      Company receives a percentage of all royalties generated from its sales of
      SunnComm International Inc.’s copyright protection software. Royalties are
      earned on a per-unit basis when these CDs are manufactured.








INTELLECTUAL
      PROPERTY





The
      Company periodically evaluates the recoverability of intangible assets and
      takes
      into account events or circumstances that warrant revised estimates of useful
      lives or that indicate that an impairment exists. The Company's intangible
      assets will be subject to amortization when put into productive
      use.





NON-MONETARY
      TRANSACTIONS





The
      accounting for non-monetary assets is based on the fair values of the assets
      involved. All non-monetary transactions with unaffiliated third parties are
      valued at arms length. All non-monetary transactions with related parties are
      valued at the predecessors depreciable cost basis for the asset received.





Cost
      of a
      non-monetary asset acquired in exchange for another non-monetary asset is
      recorded at the fair value of the asset surrendered to obtain it. The fair
      value
      of the asset received is used to measure the cost if it is more clearly evident
      than the fair value of asset surrendered.





LONG-LIVED
      ASSETS





On
      January 1, 2002, the Company has adopted SFAS No. 144 "Accounting for the
      Impairment or Disposal of Long-Lived Assets" which requires that long-lived
      assets to be held and used be reviewed for impairment whenever events or changes
      in circumstances indicate that the carrying amount of an asset may not be
      recoverable.





The
      Company evaluates its long-lived assets for impairment whenever changes in
      circumstances indicate that the carrying amount of the asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of an asset to future undiscounted cash flows
      expected to be generated by the asset. If assets are considered to be impaired,
      the impairment to be recognized is measured by the amount by which the carrying
      amounts exceed the fair values of the assets. Assets to be disposed of are
      reported at the lower of carrying values or fair values, less costs of
      disposal.





The
      Exclusive Marketing Agreement with SunnComm International Inc. was being
      amortized over its expected life which the company had estimated to be five
      years.





EQUIPMENT





Equipment
      and Intellectual property were originally stated at cost and subsequently
      impaired to reflect their estimated fair value. The floppy disk equipment is
      held for sale and has been entirely impaired. A modified units of production
      method, that was based upon units produced subject to a certain minimum level,
      was used to depreciate substantially all disk manufacturing equipment. The
      straight line method is used for all other furniture and equipment with
      estimated depreciable lives ranging from 3 to 5 years.


42





INCOME
      TAXES





The
      Company has adopted the provisions of SFAS No. 109, "Accounting for Income
      Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets
      for
      the expected future tax consequences of events that have been included in the
      consolidated financial statements or tax returns. Under this method, deferred
      tax liabilities and assets are determined based on the difference between the
      financial statement and tax basis of assets and liabilities using enacted tax
      rates in effect for the year in which the differences are expected to
      reverse.





USE
      OF
      ESTIMATES





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





(LOSS)
      PER COMMON SHARE





(Loss)
      per common share is computed based on the weighted average number of common
      shares outstanding during each period. Convertible equity instruments such
      as
      stock warrants and options are not considered in the calculation of net loss
      per
      share, as their inclusion would be antidilutive. The Company has outstanding
      common stock equivalents which if exercised would result in the issuance of
      46,338,895 common shares having an antidilutive effect on the loss per common
      share.




SHARE
      BASED COMPENSATION





Effective
      April 21, 2005, the Financial Accounting Standards Board (“FASB”) issued SFAS
      123(R), which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and
      amends Statement of Accounting Standards No. 95, “Statement of Cash Flows”.
      Generally, the approach in SFAS 123(R) is similar to the approach described
      in
      SFAS 123. However, SFAS123(R) will require all share-based payments to
      employees, including grants of employee stock options, to be recognized in
      the
      Company’s Statement of Operations based on their fair values. Pro forma
      disclosures will no longer be an alternative.





SFAS
      123(R) must be adopted beginning with the first interim or annual reporting
      period of the first fiscal year beginning on or after December 15, 2005 and
      permits public companies to adopt its requirements using one of two
      methods:





A
      “modified prospective” method, in which compensation cost is recognized
      beginning with the effective date based on the requirements of SFAS 123(R)
      for
      all share-based payments granted after the adoption date and based on the
      requirements of SFAS 123(R) for all awards granted to employees prior to the
      effective date of SFAS 123(R) that remain unvested on the adoption
      date.





A
      “modified retrospective” method which includes the requirements of the modified
      prospective method described above, but also permits entities to restate either
      all prior periods presented or prior interim periods of the year of adoption
      based on the amounts previously recognized under SFAS 123 for purposes of pro
      forma disclosures.





The
      Company plans to implement SFAS 123(R) during the first quarter of
      2006.





During
      2004 the Company granted options to purchase 249,999 common shares at $.20
      per
      share and options to purchase 62,375 common shares at $.56 were cancelled.
      Also
      during 2004, the Company issued warrants to purchase 900,000 common shares
      at
      strike prices from $.25 to $5.00 per share with expiration dates ranging from
      June 30, 2006 to September 30, 2006. . In addition, during the fourth quarter
      of
      2004 the Company issued a debenture convertible into common stock at $.025
      per
      share.





On
      August
      30, 2005, the Company granted options to purchase 15,000,000 common shares
      at
      $.043 per share in connection with financing the merger with SunnComm.


43


On
      November 2, 2005, pursuant to a Transition and Consulting agreement the Company
      granted options to the CEO of SunnComm to purchase 15,000,000 shares of common
      stock at strike prices ranging from $.05 to $.075. The options vest in full
      upon
      the effective date of the Merger. In addition, the Company granted options
      to
      the CEO to purchase 26,700,000 common shares at strike prices ranging from
      $.0425 to $.07 with vesting provisions beginning one year from the date of
      grant.





On
      November 18, 2005 the Company issued warrants to purchase 21,933,334 common
      shares of its common stock with strike prices ranging from $.05 to $.10 per
      share to SunnComm investors as consideration for SunnComm agreeing to a Second
      Amended Exclusive Marketing Agreement.





Throughout
      2005, the Company issued options to an employee to purchase 330,091 common
      shares at $.20 per share.





The
      Company has elected to follow Accounting Principles Board Opinion No. 25,
      "Accounting for Stock Issued to Employees" (APB 25"), in accounting for its
      employee and director stock options. Under APB 25, if the exercise price of
      the
      employee's or director's stock options equals or exceeds the market price of
      the
      underlying stock on the date of grant, no compensation expense is recognized.
      Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
      Compensation" ("SFAS 123"), requires companies that elect to apply the
      provisions of APB 25 to provide pro forma disclosure for employee stock
      compensation awards as if the fair-value-based method defined in SFAS 123 had
      been applied.





The
      following table illustrates the effect on net loss per share of common stock
      if
      the Company has applied the fair value recognition provisions of SFAS 123
      instead of APB 25's intrinsic value method to account for stock-based employee
      compensation:








2005
            2004Net
                loss, as reported
            
            ($3,585,999)
            ($1,540,741)Pro
                forma stock-based employee anddirector
                compensation expense, underthe
                fair value method
            
            (14,500)
            (641)Pro
                forma net loss
            
            (3,600,499)
            (1,541,382)Basic
                loss per common share, as reported
            ($0.02)
            ($0.01)Pro
                Forma loss per common share
            ($0.02)
            ($0.01)








The
      fair
      value for these options was estimated at the date of each grant using the
      Black-Scholes option valuation model, with the following weighted average
      assumptions:





2005
            2004Risk
                Free Interest Rate
            
            3.85%
            2.89%-3.25%Dividend
                Yield
            
            
            0
            0Volatility
                Factor
            
            247-272%
            86-141%Expected
                Option Life
            
            2
                years
            3
                years













44
















NEW
      TECHNICAL PRONOUNCEMENTS





In
      May
      2005 the FASB issued Statement of Financial Accounting Standards No. 154 (“SFAS
      154”), “Accounting Changes and Error Corrections”. This Statement replaces APB
      Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
      Accounting Changes in Interim Financial Statements, and changes the requirements
      for the accounting for and reporting of a change in accounting principle. This
      Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle, unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. When it is impracticable to determine the period-specific effects of
      an
      accounting change on one or more individual prior periods presented, this
      Statement requires that the new accounting principle be applied to the balances
      of assets and liabilities as of the beginning of the earliest period for which
      retrospective application is practicable and that a corresponding adjustment
      be
      made to the opening balance of retained earnings (or other appropriate
      components of equity or net assets in the statement of financial position)
      for
      that period rather than being reported in an income statement. When it is
      impracticable to determine the cumulative effect of applying a change in
      accounting principle to all prior periods, this Statement requires that the
      new
      accounting principle be applied as if it were adopted prospectively from the
      earliest date practicable. This statement is effective for accounting changes
      and error corrections made in fiscal years beginning after December 15, 2005.




In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 153 (“SFAS 153”), “Exchanges of
      Nonmonetary Assets.” SFAS 153 amends the guidance in APB No. 29, “Accounting for
      Nonmonetary Assets.” APB No.29 was based on the principle that exchanges of
      nonmonetary assets should be measured on the fair value of the assets exchanged.
      SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges
      of similar productive assets and replaces it with a general exception for
      exchanges of nonmonetary assets that do not have commercial substance if the
      future cash flows of the entity are expected to change significantly as a result
      of the exchange. SFAS 151 is effective for financial statements issued for
      fiscal years beginning after June 15, 2005. The adoption of SFAS 153 is not
      expected to have a material effect on the Company's financial position or
      results of operations.











NOTE
      2--ASSET IMPAIRMENT CHARGES





In
      accordance with SFAS No. 144, "Accounting for the Impairment of Long-Lived
      Assets" the Company impaired all of its disk manufacturing segment with a
      $100,000 impairment at December 31, 2004. The charge had no impact on the
      Company's cash flow or its ability to generate cash flow in the future.





During
      December 2005, the Company performed a review for potential impairment of the
      Exclusive Marketing Agreement based on circumstances indicating that the amount
      may not be recoverable. During November, 2005 the Company was informed by its
      largest customer that it would be suspending the use of the MediaMax copy
      protection software due to pending lawsuits related to a competitor’s copy
      protection software. The uncertainty in the marketplace for digital rights
      management products has affected the marketability of the MediaMax product
      resulting in no revenues during the first quarter of 2006. In addition, pursuant
      to the Second Amendment to the Exclusive Marketing Agreement, commencing July
      1,
      2006 the Company will be required to make monthly advanced royalty payments
      in
      the amount of $138,000 per month. Without revenues from its largest customer
      the
      Company may not be able to make those payments and therefore may be considered
      in default of the Agreement. Based on the aforementioned circumstances, the
      Company’s review concluded that as of December 31, 2005 the Company should
      impair the entire Exclusive Marketing Agreement for the remaining unamortized
      amount of $1,940,863.











NOTE
      3 -
      DEFERRED REORGANIZATION COSTS


45


On
      June
      11, 2005, the Company entered into a merger agreement with SunnComm. The
      Agreement provides for the Company to acquire SunnComm in a reverse merger
      and
      supersedes the non-binding letter of intent previously agreed to by both
      companies on March 30, 2005. The Company has incurred $763,133 of costs
      pertaining to the Agreement to acquire all of the outstanding common shares
      of
      SunnComm on a proposed 1 for 1 exchange ratio subject to an independent fairness
      opinion and certain conditions.




The
      Company anticipates incurring additional expenses prior to the successful
      acquisition of all of the outstanding common shares of SunnComm whereupon all
      costs incurred would be reclassified as a reorganization expense to stockholders
      equity. In the event that the Company is not successful it will expense all
      deferred reorganization costs within the period that the determination is
      made.






NOTE
      4 -
      FURNITURE & EQUIPMENT





During
      the fourth quarter of 2004, the Company impaired its floppy disk manufacturing
      equipment. As a result of the lack of economic feasibility, the Company
      determined that the asset value was impaired and decreased the carrying value
      to
      reflect the net realizable value of the equipment at December 31, 2004 as
      follows:






**Description**
            **Cost**
            **Impairment**
            **Net
                RealizableValue**3.5"
                Disk ManufacturingEquipment
            $
                3,915,721
            $3,912,211
            $
                3,510Computers
            81,636
            81,636
            03,997,357
            3,993,847
            3,510Less:
                accumulated
                depreciation
            3,510
            0
            3,510$3,993,847
            $3,993,847
            $
                0





There
      was
      no depreciation on the floppy disk equipment for the period ended December
      31,
      2004.





Furniture
      and computer equipment purchased during 2005 and 2004 was $3,804 and $7,714,
      respectively and are being depreciated straight line over 5 to 7 years.
      Equipment disposed of during 2005 had an original cost of $2,811 and had
      accumulated depreciation of $984. Depreciation expense on the furniture and
      computer equipment during 2005 and 2004 was $1,575 and $1,134, respectively.





NOTE
      5 -
      INTANGIBLE ASSETS





Exclusive
      Marketing Agreement





On
      March
      4, 2004 the Company purchased an Exclusive Marketing Agreement from SunnComm
      for
      a total consideration of $1,920,000 to SunnComm and the assumption of a $110,000
      outstanding debt due to a consultant. The Exclusive Marketing Agreement includes
      SunnComm’s commercial copy protection technology on CD's and all of its
      continuing upgrades. The Agreement provides the Company with 40% of the revenues
      derived from all existing licensing agreements held by SunnComm and future
      revenue generating agreements for the technology. When annual gross revenues
      of
      $3.6 million are achieved, the Company will receive 50% of the licensing
      revenues. The agreement also requires the Company to advance $138,000 a month
      against future royalties and an additional $12,000 for services being provided
      by SunnComm; however, the Company is not required to advance royalty payments
      through June 30, 2006. The Exclusive Marketing Agreement gives the Company
      the
      exclusive marketing rights for SunnComm’s optical media enhancement and control
      technologies. Under the terms of the Exclusive Marketing Agreement, the Company
      must pay for all of its sales and marketing costs and SunnComm must pay for
      all
      of its development and upgrade costs. SunnComm also agreed to indemnify the
      Company against consumer complaints and product related litigation.





As
      of
      December 31, 2005 the Exclusive Marketing Agreement was fully impaired (See
      Note
      2).


46





Darknoise
      Technology





On
      January 28, 2004 the Company entered into a binding Memorandum of Understanding,
      "MOU", with DarkNoise Technologies Limited, a United Kingdom company,
      "DarkNoise".





The
      Company advanced $50,000 in cash to DarkNoise during the first quarter of 2004
      and an additional $20,000 during the second quarter of 2004 under the terms
      of
      the MOU. Also during the first quarter the Company paid a consultant 1,000,000
      restricted common shares at a fair value of $.03 per share to evaluate the
      transaction.





On
      March
      18, 2005, as consideration for the $70,000 of cash paid by the Company and
      an
      ongoing royalty from DarkNoise product sales, DarkNoise transferred to the
      Company intellectual property including inventions, pending patents, research
      and development and property relating to current joint development initiatives.





Darknoise
      technology is currently operational in a test environment but does require
      additional development efforts to commercialize the technology.





The
      Company plans to raise capital sufficient to incur expenditures for developing
      and integrating the DarkNoise technology with MediaMax and work closely with
      SunnComm to integrate the two technologies. An estimated budget for the project
      has not yet been determined. Once
      developed and integrated, the Agreement requires the Company to undertake sales
      and marketing of the product. DarkNoise will receive a 25% royalty on the
      incremental net revenues generated by the inclusion of the technology with
      the
      product or products being marketed by the Company at that time after
      all
      research and development costs have been recovered.





The
      book
      value of the DarkNoise technology at December 31, 2005 was $100,000.
      Amortization of the technology will commence when the technology is put into
      service.







NOTE
      6 -
      CONVERTIBLE NOTE PAYABLE





The
      Company has three convertible notes outstanding with the same holder totaling
      $150,000 accruing interest at an annual rate of 8% due and payable in full
      with
      one balloon payment due on December 31, 2006. All principal and interest are
      convertible into common stock at $.025 per share at any time by the holder.
      The
      Company may not prepay the note without the consent of the holder. At December
      31, 2005 and 2004 accrued interest payable on the notes were $11,546 and $167,
      respectively. All principal and accrued interest is convertible into 6,461,808
      common shares at December 31, 2005.





NOTE
      7 -
      INCOME TAXES





The
      Company does not provide any current or deferred income tax provision or benefit
      for any period presented because it has experienced operating losses since
      inception. The Company has provided a full valuation allowance because of the
      uncertainty regarding the utilization of the net operating loss
      carryforwards.




At
      December 31, 2005, the Company had federal net operating losses of approximately
      $9,780,408. Net operating loss carryforwards expire between 2017 and 2024 unless
      utilized by the Company.





Income
      tax expense does not differ from amounts computed by applying the U.S. Federal
      income tax rate of 34% except for the valuation allowance.





Future
      realization of the net operating losses is dependent on generating sufficient
      taxable income prior to their expiration. Tax effects are based on a 34% Federal
      income tax rate. The net operating losses expire as follows:




Expiration
            Amount2017
              2018
              2019
              2020
              2021
              2022
              2023
              2024
              2025
            $
                198,064
              1,116,166
              93,037
              39,421
              884,921
              1,003,588
              843,625
              2,015,587
              3,585,999Total
                net operating loss vailable
            $
                9,780,408




47




The
      net
      operating losses may be significantly reduced upon the consummation of the
      planned merger with SunnComm depending on the final terms of the merger and
      the
      exchange ratio of ownership.








NOTE
      8 -
      COMMITMENTS AND CONTINGENCIES





Agreement
      and Plan of Merger





On
      June
      11, 2005 the Company entered into an Agreement and Plan of Merger with SunnComm
      and further amended on November 2, 2005. The Agreement provided for the issuance
      of the Company’s common shares in exchange for all of the outstanding common
      shares of SunnComm on a one-for-one basis subject to the issuance of a fairness
      opinion from an independent valuation expert regarding the exchange ratio.
      Additional conditions to the consummation of the merger include, but are not
      limited to, audited financial statements, the registration with the SEC of
      the
      Company’s shares to be issued in the transaction and shareholder approval of the
      merger by a majority of the shareholders of both companies.




Exclusive
      Marketing Agreement





On
      September 21, 2005 the Second Amended and Restated Exclusive Marketing Agreement
      of June 11, 2005 was amended as part of the Definitive Agreement for the Company
      to acquire SunnComm in a reverse merger. This Second Amended and Restated
      Exclusive Marketing Agreement will only become effective if the merger with
      SunnComm International Inc., “SunnComm” is terminated by SunnComm. In such an
      event, the Agreement provides for the Company to receive 100% of the royalties
      until all penalties and expenses are recovered, after which the Company would
      receive 50% of the royalties. All the other terms of the original Marketing
      Agreement remained the same including the requirement to make advanced royalty
      payments of $138,000 a month. The requirement for paying advanced royalties
      begins on July 1, 2006. In the event MediaMax does not make the required payment
      during the later part of 2006, SunnComm may declare a default of the Second
      Amended Exclusive Marketing Agreement and the Merger Agreement which could
      result in substantial penalties to MediaMax. This amended agreement was
      consideration for the Company offering warrants on its common stock to potential
      investors of SunnComm.





DarkNoise
      Development and Royalty Agreements





On
      March
      18, 2005, the Company reached a definitive agreement with DarkNoise to transfer
      only intellectual property and select equipment including inventions, pending
      patents, research and development and property relating to current joint
      development initiatives as consideration for the $70,000 previously advanced.
      The Company plans to further develop the technology in order to ensure
      effectiveness and compatibility with MediaMax. The company intends to share
      the
      research and development to date and the intellectual property with SunnComm
      and
      one of its strategic technology partners in the academic community, which
      specializes in audio processing and music engineering. It is anticipated that
      this methodology could yield substantial incremental levels of protection within
      the current MediaMax technology.





Once
      developed and integrated, the Agreement requires the Company to undertake sales
      and marketing of the product. DarkNoise will receive a 25% royalty on the
      incremental net revenues generated by the inclusion of the technology with
      the
      product or products being marketed by the Company at that time.






48




Share Repurchase Agreement




On
      November 2, 2005 the Company agreed under the First Amendment to the Plan of
      Merger to issue Peter H. Jacobs 10,000,000 shares of the Company’s common stock
      on or promptly after January 1, 2006, which shares he may cause the Company
      to
      repurchase for $.10 per share within 30 days following the second anniversary
      of
      the effective time of the SunnComm merger.







NOTE
      9 -
      STOCKHOLDERS' EQUITY





COMMON
      STOCK





Prior
      to
      2004, the Company issued a total of 55,432,778 common shares for cash, services,
      equipment and intellectual property. Of the shares issued, 12,007,252 were
      issued during 2001 for the disk media production equipment and 23,837,710 common
      shares were issued to SunnComm during 2002 for intellectual
      property.




On
      January 30, 2004, the board of directors approved the issuance of 11,000,000
      restricted common shares to its directors and officers for 2004 services to
      be
      rendered at the market price of the shares at the time of their issuance which
      was $.03 per share. The shares issued were held by the Company until the
      completion of service each quarter. All 11,000,000 shares were earned and
      released to the directors and officers during 2004. A total of 10,000,000
      restricted common shares were also issued to a consultant at a deemed value
      of
      $.03 per share for consulting services pertaining to the transaction with
      DarkNoise Technologies, the sales commission agreement and general marketability
      issues to sell the floppy disk burnishing equipment, the abandonment and
      marketability of MediaCloQ(TM) and general corporate matters. The issuance
      of
      the stock was exempt from registration under Section 4(2) of the Securities
      Act.
      No underwriter was involved in the offer of sale of the shares.





On
      February 2, 2004, the Company issued 4,883,333 restricted common shares to
      directors and officers for services rendered and accrued for during 2003 at
      a
      deemed value of $146,500 and 1,169,616 restricted common shares for
      reimbursement of cash advances of $35,088. A total of 986,072 restricted common
      shares were issued to a non-affiliate for payment of $29,582 of accrued interest
      expense and cash advances made to the Company during 2003 and prior years.
      The
      issuance of the stock was exempt from registration under Section 4(2) of the
      Securities Act. No underwriter was involved in the offer of sale of the
      shares.





Also
      on
      February 2, 2004, the Company entered into subscription agreements with two
      accredited investors resulting in the Company issuing 13,333,333 restricted
      common shares for $425,000 in cash by June 30, 2004. The issuance of the stock
      was exempt from registration under Section 4(2) of the Securities Act. No
      underwriter was involved in the offer of sale of the shares.





On
      March
      4, 2004 the written consent, of a majority of disinterested outstanding common
      shares of record at February 4, 2004 of the Company, became effective to approve
      the issuance of 10,152,704 restricted common shares valued by the Company at
      $.03 per share to SunnComm Technologies, Inc., "SunnComm", for $304,581 of
      debt
      incurred for cash advances and administrative and overhead expenses charged
      to
      the Company and to approve the issuance of 64,000,000 restricted common shares
      valued by the Company at $.03 per share for a total consideration of $1,920,000
      to SunnComm and the assumption of a $108,860 outstanding debt due to a
      consultant for an Exclusive Marketing Agreement with its commercial copy
      protection technology on CD's and all of its continuing upgrades. The issuance
      of the stock was exempt from registration under Section 4(2) of the Securities
      Act. No underwriter was involved in the offer of sale of the
      shares.





On
      March
      19, 2004 the Company issued 500,000 restricted common shares to an accredited
      investor for $20,000 of cash. The issuance of the stock was exempt from
      registration under Section 4(2) of the Securities Act. No underwriter was
      involved in the offer of sale of the shares.





On
      April
      26, 2004 the Company issued 875,000 restricted common shares to an accredited
      investor for $35,000 of cash. The Company also received $15,000 in cash from
      an
      accredited investor that owed the Company $15,000 for subscribed shares at
      March
      31, 2004. The issuance of the stock was exempt from registration under Section
      4(2) of the Securities Act. No underwriter was involved in the offer of sale
      of
      the shares.


49


Also
      on
      April 26, 2004, the Company issued 146,012 restricted common shares in
      settlement of $11,681 of past due payables to two vendors. The issuance of
      the
      stock was exempt from registration under Section 4(2) of the Securities Act.
      No
      underwriter was involved in the offer of sale of the shares.





On
      May 3,
      2004 the Company issued 625,000 restricted common shares to an accredited
      investor for $25,000 of cash. The issuance of the stock was exempt from
      registration under Section 4(2) of the Securities Act. No underwriter was
      involved in the offer of sale of the shares.





On
      June
      25, 2004, the Company issued 50,000 restricted common shares to an employee
      for
      marketing services at a fair value of $4,000. The issuance of the stock was
      exempt from registration under Section 4(2) of the Securities Act. No
      underwriter was involved in the offer of sale of the shares.





On
      June
      23, June 30, July 19, July 28, August 5, August 12 and September 1, 2004 the
      Company issued a total of 5,357,143 restricted common shares to an accredited
      investor for $275,000 of cash. The issuance of the stock was exempt from
      registration under Section 4(2) of the Securities Act. No underwriter was
      involved in the offer of sale of the shares.





On
      September 20, 2004 the Company issued 50,000 restricted common shares and
      400,000 warrants at various strike prices to an accredited investor for $25,000
      of cash. The warrants issued were at the following strike prices; 50,000 at
      $.25
      per share; 50,000 at $.50 per share; 50,000 at $.75 per share; 50,000 at $1.00
      per share; 50,000 at $1.50 per share; 50,000 at $2.00 per share; 50,000 at
      $3.00
      per share and 50,000 at $5.00 per share. The Company received $20,000 net of
      a
      finders fee of $5,000. The issuance of the stock was exempt from registration
      under Section 4(2) of the Securities Act. No underwriter was involved in the
      offer of sale of the shares.





On
      September 23, 2004, the Company issued 3,333,333 restricted common shares to
      Double U Master Fund, L.P. as a commitment fee for a Private Equity Credit
      Agreement at a fair value of $250,000. The issuance of the stock was exempt
      from
      registration under Section 4(2) of the Securities Act. No underwriter was
      involved in the offer of sale of the shares.





During
      the first quarter of 2005, the Company issued a total of 900,000 common shares
      at a fair value of $35,500 under its 2004 Employee and Consultants Stock
      Compensation Plan to an individual for legal and consulting services.





On
      September 1, 2005 the Company issued 1,000,000 restricted shares at a fair
      value
      of $37,500 for shareholder relation services.





On
      December 19, 2005 the Company issued 3,000,000 restricted shares at a fair
      value
      of $54,000 to William Whitmore as part of a Transition and Settlement Agreement.








Warrants





During
      2004, the Company issued 900,000 warrants in conjunction with two private
      placements.





On
      November 18, 2005, the Company granted warrants to nine accredited investors
      as
      part of a financing offered by SunnComm. The warrants were offered as a part
      of
      the financing due to the Company securing a Second Amendment to the Exclusive
      Marketing Agreement. The options entitled the investors to purchase 10,966,667
      restricted common shares at $.05 per share until November 18, 2007 and
      10,966,667 restricted common shares at $.10 per share until November 18, 2010.
      The fair value, as calculated using the Black Scholes option pricing model,
      of
      the warrants issued was $622,104 and was capitalized as a part of the Exclusive
      Marketing Agreement.








No
      warrants were exercised during 2004 or 2005.





At
      December 31, 2005 the status of outstanding warrants is as follows:






Issue
                Date
            SharesExercisable
            WeightedAverageExercisePrice
            Expiration
                DateJuly
                1, 2004
            500,000
            $
                .25
            June
                30, 2006September
                20, 2004
            400,000
            $
                1.75 (1)
            September
                30, 2006November
                18, 2006
            10,966,667
            $
                .05
            November
                18, 2007November
                18, 2006
            10,966,667
            $
                .10
            November
                18, 2010




(1)
              All
                  exercise prices of the warrants range from $.25 per share to $5.00
                  per
                  share.
   50





Stock
      Options





On
      August
      30, 2005 the Company granted options to purchase 15,000,000 common shares at
      a
      strike price at $.0425 per share to expire 45 days after the effective date
      of a
      registration statement for the 15,000,000 options. The options were valued
      at
      $546,953 using the Black Scholes option pricing model with the following
      assumptions:





Life:
      17
      months


Volatility
      Factor: 252%


%
      Risk
      Free Rate: 3.85%





On
      November 2, 2005 the Company granted Kevin M. Clement three
      stock options to purchase a total
      of
      26,700,000 shares, 8,900,000 of which are exercisable at $.0425 per share,
      8,900,000 of which are exercisable at $.055 per share, and 8,900,000 of which
      are exercisable at $.070 per share. These options will vest over a three-year
      period, with one-third of them vesting on November 21, 2006 and the balance
      vesting monthly over the succeeding two years. All options expire on November
      1,
      2015. Mr. Clement's employment agreement has a term commencing on November
      21,
      2005 and ending on December 31, 2008 .





Also
      on
      November 2, 2005, the Company granted to Mr. Jacobs options to purchase
      15,000,000 MediaMax shares, 10,000,000 of which are exercisable at $.05 per
      share and 5,000,000 of which are exercisable at $.075 per share. All such
      options vest in full upon the effective time
      of
      the Merger with SunnComm and expire November 1, 2015.






The
      status of options granted outside of a formal Plan is as follows:









Issued
            
            ExercisableNumber
                of
              Shares
            Wtd.
                Average
              Remaining
              Contractual
              Life
                (In Yrs)
            Weighted
              Average
              Exercise
              Price
            Number
                of
              Shares
            Weighted
              Average
              Exercise
              Price56,700,000
            9.92
            $
                .053
            15,000,000
            $.043








Stock
      Option Plan





In
      July
      1997 the Company adopted its 1997 Statutory and Nonstatutory Incentive Stock
      Option Plan (the Plan) allowing for the issuance of incentive stock options
      and
      nonstatutory stock options to purchase an aggregate 623,753 shares of common
      stock to directors, officers, employees and consultants of the Company. The
      Plan
      is administered by the Board of Directors.





The
      Plan
      provides that incentive stock options be granted at an exercise price equal
      to
      the fair market value of the common shares of the Company on the date of the
      grant and must be at least 110% of fair market value when granted to a 10%
      or
      more shareholder. The exercise term of all stock options granted under the
      Plan
      may not exceed ten years, and no later than three months after termination
      of
      employment, except the term of incentive stock options granted to a 10% or
      more
      shareholder, which may not exceed five years.





51




The
        status of outstanding options granted pursuant to the 1997 Plan was as follows:
  Issued
          & Exercisable
  Number
                    of
                  Shares
                Wtd.
                    Average
                  Exercise
                  Price
                Weighted
                  Average
                    Fair
                  ValueOptions
                    outstanding at
                  December
                    31, 2003(106,038
                    exercisable)
                106,038
                $
                    .56
                $.56Cancelled
                (62,375)
                $
                    .56
                $.56Issued
                249,999
                $
                    .20
                $.20Options
                    outstanding at
                  December
                    31, 2004(293,662
                    exercisable)
                293,662
                $.20-$.56
                $.25Issued
                330,091
                $
                    .20
                $.20Options
                    outstanding at
                  December
                    31, 2005(623,753
                    exercisable
                623,753
                $
                    .23
                $.23





The
      weighted average remaining contractual life of options outstanding at December
      31, 2005 was 2 years.





The
      fair
      value of each option grant is estimated on the date of grant using the
      Black-Scholes option-pricing model with the following weighted-average
      assumptions used for grants made in 1997 and 1998: dividend yield of 0%;
      expected volatility of 0%; discount rate of 5.25%; and expected life of 10
      years.




In
      2004,
      the Company reflected a proforma compensation expense of $641 for 249,999
      options issued during the year at a strike price of $.20 per share to an officer
      of the Company, pursuant to APB No. 25. There were no other options issued
      during 2004.





The
      fair
      value for these options was estimated at the date of each grant using the
      Black-Scholes option valuation model, with the following weighted average
      assumptions for 2004: risk free interest rates of 2.89% to 3.25% in 2004; a
      dividend yield of 0%; and a volatility factor of 86% to 141% in 2004. In
      addition, the fair value of these options was estimated based on an expected
      life of three years.





In
      2005,
      the Company reflected as proforma compensation expense $14,500 for 330,091
      options issued during the year at a strike price of $.20 per share to an officer
      of the Company. The fair value for these options was estimated at the date
      of
      each grant using the Black-Scholes option valuation model, with the following
      weighted average assumptions for 2005: risk free interest rates of 3.05%; a
      dividend yield of 0%; and a volatility factor of 227%0 to 257% in 2005. In
      addition, the fair value of these options was estimated based on an expected
      life of two years.








NOTE
      10 -
      FINANCING EXPENSE





On
      September 23, 2004, the Company issued 3,333,333 restricted common shares valued
      at $250,000 to the Double U Master Fund, L.P. as a commitment fee for a Private
      Equity Credit Agreement which would enable the Company to raise up to $5,000,000
      through the sale of its common stock. The commitment fee was to be amortized
      over the two year life of the Agreement which would begin upon its registration
      with the Securities and Exchange Commission. The Agreement provided that the
      registration be completed by a specific date.





As
      the
      Company did not meet the terms of the agreement, and has not received a waiver
      of same, the fee has been charged to financing fees in the current
      year.








NOTE
      11 -
      RELATED PARTY TRANSACTIONS


52


On
      February 2, 2004, the Company paid the $146,500 due to officers by issuing
      4,883,333 restricted common shares to them.





On
      January 30, 2004, the Company issued 11,000,000 restricted common shares to
      its
      three directors, two of which were officers, for services to be rendered during
      2004 at a deemed value of $82,500. All services were rendered as of December
      31,
      2004.





On
      February 2, 2004, the Company issued 4,883,333 restricted common shares to
      directors and officers for services rendered during 2003 at a deemed value
      of
      $146,500 and 1,169,616 restricted common shares for reimbursement of cash
      advances of $35,088. A total of 986,072 restricted common shares were issued
      to
      a non-affiliate for payment of $29,582 of accrued interest expense and cash
      advances made to the Company during 2003 and prior years. The issuance of the
      stock was exempt from registration under Section 4(2) of the Securities Act.
      No
      underwriter was involved in the offer of sale of the shares.





On
      March
      4, 2004 the written consent, of a majority of disinterested outstanding common
      shares of record at February 4, 2004 of the Company, became effective to approve
      the issuance of 10,152,704 restricted common shares valued by the Company at
      $.03 per share to SunnComm Technologies, Inc., "SunnComm", for $304,581 of
      debt
      incurred for cash advances and administrative and overhead expenses charged
      to
      the Company and to approve the issuance of 64,000,000 restricted common shares
      valued by the Company at $.03 per share for a total consideration of $1,920,000
      to SunnComm and the assumption of a $108,860 outstanding debt due to a
      consultant for an Exclusive Marketing Agreement with its commercial copy
      protection technology on CD's and all of its continuing upgrades. The Agreement
      provides the Company with 40% of the revenues derived from all existing
      licensing agreements held by SunnComm for the technology and requires the
      Company to advance $138,000 a month against future royalties and an additional
      $12,000 for services being provided by SunnComm. The first such payment was
      made
      on March 31, 2004. Once annual gross revenues of $3,600,000 are achieved, the
      Company will receive 50% of all revenues derived from licensing agreements.
      The
      Exclusive Marketing Agreement gives the Company the exclusive marketing rights
      for SunnComm's optical media enhancement and control technologies. Under the
      terms of the Exclusive Marketing Agreement, the Company must pay for all of
      its
      sales and marketing costs and SunnComm must pay for all of its development
      and
      upgrade costs. SunnComm also agreed to indemnify the Company against consumer
      complaints and product related litigation.





During
      the year ended December 31, 2005 and 2004, the Company paid $144,000 and
      $180,000 to SunnComm for administrative and accounting services. The agreement
      with SunnComm is on a month to month basis.





On
      December 31, 2004 the Company was owed approximately $264,000 from SunnComm
      for
      advance royalty payments under the Exclusive Marketing Agreement. During 2005,
      SunnComm advanced approximately $491,000 to the Company for overhead expenses
      and pre-merger expenses. At December 31, 2005 the Company owed SunnComm
      approximately $227,000.





On
      January 1, 2005 SunnComm owned approximately 40% of the outstanding common
      shares of the Company and approximately 21% at December 31, 2005.








NOTE
      12 -
      SEGMENT REPORTING




The
      Company did not have any reportable segments during 2004 and 2005 because all
      operations during those periods were from the Exclusive Marketing Agreement.
      During 2004, the Company fully impaired its disk media equipment and is
      attempting to sell it. The only expense attributable to the equipment was rent
      for a storage facility of $6,480 and $4,800 for the years ended December 31,
      2004 and 2005, respectively.








NOTE
      13 -
      FINANCIAL INSTRUMENTS





Fair
      Value





The
      fair
      values of accounts receivable, accounts payable and short-term debt approximate
      their carrying values due to the short-term nature of these financial
      instruments.


53


Concentration
      of Credit Risk





Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash. The Company periodically evaluates the credit worthiness
      of financial institutions, and maintains cash accounts only in large high
      quality financial institutions, thereby minimizing exposure for deposits in
      excess of federally insured amounts.





The
      Company had one major customer in 2005 representing 98% of total
      revenues.








NOTE
      14 -
      SUBSEQUENT EVENTS





On
      January 12, 2006 the Company issued 1,096,667 restricted common shares to
      Granite Associates, Inc. for services pertaining to the raising of capital
      under
      its registration statement for SunnComm. The fair value of the restricted shares
      were $41,125.





On
      January 31, 2006 the Company issued 4,450,000 restricted common shares to Kevin
      Clement under his employment agreement. The fair value of the restricted shares
      were $53,400.





On
      February 28, 2006, the Company entered into an Advisory Services Agreement
      with
      Thomas Curran which
      granted non-qualified options (the “Options”) to purchase 8,000,000 restricted
      common shares with an exercise price of $.0425. The vesting of the options
      are
      subject to various conditions and when earned and expire on the earlier of
      90
      days after the termination of the Agreement or February 27, 2016. The Agreement
      also obligates the Company to pay Mr. Curran $49,000 per annum.





On
      March
      1, 2006 the Company’s three year non-cancelable operating lease agreement
      expired. The Company did not renew the lease or enter any other lease
      agreements.


54