UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-K





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





For
the fiscal year ended December 31,
2008





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





Commission
file number 333-156352





MADISON
MANAGEMENT, INC.








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





2883
      Eagles Peak LaneLincoln,
      CA
            
            95648(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
telephone number:    (916)
408-5704





Copies
of Communications to:


Stoecklein
Law Group


402
West Broadway


Suite
690


San
Diego, CA 92101


(619)
704-1310


Fax
(619) 704-1325





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





Securities
registered under Section 12(g) of the Act:





Common
Stock, $0.001 par value








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


Yes
 ̈    No
x





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


Yes
 ̈    No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes
x    No
 ̈





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





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





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





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


Yes
 ̈    No
x





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 30,
2008 (the last business day of the registrant's most recently completed second
fiscal quarter) was $19,000 based on a share value of $0.01.





The
number of shares of Common Stock, $0.001 par value, outstanding on March 23,
2009 was 3,150,000 shares.











MADISON
MANAGEMENT, INC.


FOR
THE FISCAL YEAR ENDED


DECEMBER
31, 2008





Index
to Report on Form 10-K





PART
      I
            PageItem
      1.
            Business
            2Item
      1A.
            Risk
      Factors
            3Item
      1B.
            Unresolved
      Staff Comments
            6Item
      2.
            Properties
            6Item
      3.
            Legal
      Proceedings
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            6PART
      IIItem
      5.
            Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            6Item
      6.
            Selected
      Financial Data
            8Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            8Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item
      8.
            Financial
      Statements and Supplementary Data
            10Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            10Item
      9A (T)
            Controls
      and Procedures
            11Item
      9B.
            Other
      Information
            12PART
      IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            12Item
      11.
            Executive
      Compensation
            17Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            17Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            18Item
      14
            Principal
      Accounting Fees and Services
            19PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            20





FORWARD-LOOKING
STATEMENTS




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





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





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





·
            our
      current lack of working capital;


·
            inability
      to raise additional financing;


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


·
            deterioration
      in general or regional economic
conditions;


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


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


·
            inability
      to efficiently manage our
operations;


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


·
            the
      unavailability of funds for capital
  expenditures.





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





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





1


PART
I





ITEM
1.                      BUSINESS





Business
Development





Madison was incorporated in the state
of Nevada on March 2, 2001. We were formed to engage in the business of
establishing or reestablish a solid management organization for the client by
providing services such as reviews of corporate objectives and strategies,
reviews of staffing needs, introduce new and relative technology, and generally
assist with the execution of projects outside the normal scope of the
organizations staff.





Business
of Issuer





Madison
Management, Inc. is in the business of, and the practice of, helping
organizations improve their performance, primarily through the analysis of
existing business problems and the development and implementation of plans for
improvement.





Our
prospective clients may hire our services for a number of reasons, including
gaining external and objective advice, access to the company’s specialized
expertise, hiring extra temporary help during a one-time project, and utilizing
in-house management staff.





We
also provide organizational change management
assistance, development of coaching skills,
technology implementation, strategy development, and operational improvement
services. We assist in the identification of problems, and serve as
the basis for recommendations for more effective and efficient ways of
performing business
tasks.





As
the need for professional and specialized advice grows, other industries such as
government, quasi-government and not-for-profit agencies may turn to
Madison Management, Inc. to implement the same managerial principles that have
helped the private sector for years.





We
offer quick response to our prospective clients with less “ramp up time” on a
project due to familiarity with the corporation, and our ability to guide a
project through to implementation. When acting as internal consultants we
evaluate engagement on projects in light of the corporation strategic and
tactical objectives, thus, saving the prospective client time and
money.





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





2


Competition





We compete with numerous other business
management, marketing and consulting companies.  Many of these
competitors have substantially greater resources than us.  Should a
larger and better financed company decide to directly compete with us, and be
successful in its efforts, our business could be adversely
affected.





Personnel





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





ITEM
1A.                   RISK
FACTORS





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





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





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





We
are highly dependent on our officers and directors.





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





3


Potential
issuance of additional common stock could dilute existing
stockholders.





We
are authorized to issue up to 25,000,000 shares of common stock. To the extent
of such authorization, our Board of Directors has the ability, without seeking
stockholder approval, to issue additional shares of common stock in the future
for such consideration as the Board of Directors may consider sufficient. We are
not currently seeking additional equity financing, which if sought or obtained
may result in additional shares of our common stock being issued. The issuance
of additional common stock in the future will reduce the proportionate ownership
and voting power of the common stock held by our existing
stockholders.





We
will need additional capital in the future to finance our planned growth, which
we may not be able to raise or it may only be available on terms unfavorable to
us or our stockholders, which may result in our inability to fund our working
capital requirements and harm our operational results.





Based
on our current proposed plans and assumptions, we anticipate that we will need
additional capital to fund our operations. There is no assurance that we would
be able to raise such capital in an amount sufficient to continue our
operations. In the event we require additional financing, we will seek such
financing through bank borrowing, debt or other equity financing, corporate
partnerships or otherwise. We cannot assure you that such financing would be
available to the Company in the amounts or at the times we may require the
financing, or if we do obtain any financing that it would be on terms that would
allow us to achieve profitability and to sustain our business. We do not
presently have a credit line available with any lending institution. Any
additional equity financing may involve the sale of additional shares of our
common stock on terms that have not yet been established. These terms may be
more favorable to future investors than those contained herein.





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





As
of the date of this filing, there is no public market for our common stock.
Although we contacted an authorized OTC Bulletin Board market maker for
sponsorship of our securities on the Over-the-Counter Bulletin Board, there can
be no assurance that our attempts to do so will be successful. Furthermore, if
our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can
be no assurance that a market will develop for the common stock or that a market
in the common stock will be maintained. As a result of the foregoing, investors
may be unable to liquidate their investment for any reason.





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





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




4





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


·
            Disclose
      certain price information about the
stock;


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


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


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





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





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





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





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





5


ITEM
1B.                   UNRESOLVED
STAFF COMMENTS





None.





ITEM
2.                      PROPERTIES





Our
executive office is located at 2883 Eagles Peak Lane, Lincoln, CA. The office
space is approximately 100 square feet for which we pay rent of $250 per month
beginning in November 2008. We believe our current office space is adequate for
our immediate needs; however, as our operations expand, we may need to locate
and secure additional office space.





ITEM
3.                      LEGAL
PROCEEDINGS





We are not a party to any material
legal proceedings.





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





None.





PART
II




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


Market
Information





We
have filed for inclusion of our common stock on the Over-the-Counter Bulletin
Board; however, there can be no assurance that FINRA will approve the inclusion
of the common stock. Prior to the date of this report, our common stock was not
traded.





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





6


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





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





Holders
of Common Stock





As of March 23, 2009, we had
approximately 32 stockholders of record of the 3,150,000 shares
outstanding.





Dividends





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




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





·
            our
      financial condition;


·
            earnings;


·
            need
      for funds;


·
            capital
      requirements;


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


·
            other
      factors, including any applicable
laws.





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





7


Recent
Sales of Unregistered Securities





We have no recent sales of unregistered
securities.





Issuer
Purchases of Equity Securities





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





ITEM
6.                      SELECTED
FINANCIAL DATA





Not applicable.




ITEM
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


OVERVIEW
AND OUTLOOK





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





Since
our inception on March 2, 2001 through December 31, 2008, we have generated
$48,500 in revenues and have incurred a net loss of $46,870.  For the
year ended December 31, 2008, we generated $8,500 in revenues and incurred a net
loss of $24,775.





Operation
Plan





During
the next twelve months we plan to continue to focus our efforts on enhancing and
marketing our business management, marketing and sales consulting
services.





Satisfaction
of our cash obligations for the next 12 months.





As
of December 31, 2008, our cash balance was $6,559. Our plan for satisfying our
cash requirements for the next twelve months is through sales-generated income,
sale of shares of our common stock, third party financing, and/or traditional
bank financing. We anticipate sales-generated income during that same period of
time, but do not anticipate generating sufficient amounts of revenues to meet
our working capital requirements. Consequently, we intend to make appropriate
plans to insure sources of additional capital in the future to fund growth and
expansion through additional equity or debt financing or credit
facilities.





8





Going
Concern




The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of Madison as a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, the
Company has not commenced its planned principal operations and it has not
generated significant revenues.  As shown on the accompanying
financial statements, the Company has incurred a net loss of $46,870 for the
period from March 2, 2001 (inception) to December 31, 2008. These conditions
raise substantial doubt about the Company’s ability to continue as a going
concern.





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





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





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





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





Expected
purchase or sale of plant and significant equipment.





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





Significant
changes in the number of employees.





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





9





Liquidity
and Capital Resources





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





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





Off-Balance
Sheet Arrangements





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





ITEM
7A.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





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





ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





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




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


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




10


ITEM
9a
(T).                                CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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





Management’s
Report on Internal Control Over Financial Reporting





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





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





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





11


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





Changes
in Internal Control Over Financial Reporting





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





ITEM
9B.                   OTHER
INFORMATION





None.





PART
III




ITEM
10.                    DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


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





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





Name
            Age
            Title
            TermPamela
      R. Elliott
            58
            President
      and Director
            Since
      March 2001Sharilyn
      Gallison
            63
            Vice
      President
            Since
      March 2001Elaine
      M. Evans
            79
            Secretary
      and Treasurer
            Since
      March 2001Sandra
      Z. Lary
            60
            Director
            Since
      March 2001





Duties,
Responsibilities and Experience





Pamela R.
Elliott, President and a Director of Madison, has been licensed by the
California Department of Real Estate as a sales agent since 1974. She is active
in sales, marketing, and training in the real estate industry. With nearly
thirty years of management experience in a variety of businesses, including real
estate, retailing, manufacturing, consulting, and publishing, Ms. Elliott brings
significant pertinent talent to the team.





Mrs.
Elliott is co-founder of several companies including Hootman-Elliott Resources,
Inc., Del Mar, CA, Market Visions, Santa Rosa, CA, and is President-CEO of Left
Coast Consulting Group, Lincoln, CA, a real estate/financial investment
consulting firm. Additionally, she co-owns The Natural Healing Way, an online
company specializing in natural healing remedies. Ms. Elliott is the daughter of
Elaine Evans, Secretary and Treasurer of the Company.





12


Sharilyn
Gallison,Vice President of
Madison,has been a
California resident since 1984. Prior to moving to California, she was the
Program Coordinator for the St. Louis District Dairy Council from 1970 to 1984.
Mrs. Gallison supervised fifteen home economists and dietitians involved in
nutrition education in a 155 county area in Missouri and Illinois.





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





Mrs.
Gallison was born and raised in Northwest Iowa.  She received a B.S.
degree in Vocational Home Economics from Iowa State University, Ames, Iowa and
her M.S. degree in Home Economics Communications from the University of
Missouri, Columbia, Missouri.





Elaine M.
Evans,Secretary and Treasurer
of Madison, manages her personal assets and acts as business consultant to
various individuals and businesses in San Diego, CA through E. Venture
Resources, Inc. For sixteen years, Ms. Evans was the owner/operator of one of
San Diego’s leading aerospace manufacturing companies, Compucraft Industries,
Inc. She was one of only a handful of woman-owned aerospace manufacturing
companies in the United States. For that honor, she has received public
recognition.





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





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





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





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





13


Limitation of Liability of
Directors





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





Election of Directors and
Officers





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





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





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





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





Involvement
in Certain Legal Proceedings





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





14


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





Audit
Committee and Financial Expert





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





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





Section
16(a) Beneficial Ownership Reporting Compliance





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





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





Code
of Ethics





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





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


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


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


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


(5)
            Accountability
      for adherence to the code.





15


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





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





Corporate
Governance





Nominating
Committee





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





Director Nomination
Procedures





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





1.
            whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to the affairs of the
Company;


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


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


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





16


The
Board or management has not established any specific minimum qualifications that
a candidate for director must meet in order to be recommended for Board
membership.  Rather, the Board or management will evaluate the mix of
skills and experience that the candidate offers, consider how a given candidate
meets the Board’s current expectations with respect to each such criterion and
make a determination regarding whether a candidate should be recommended to the
stockholders for election as a Director.  During 2008, the Company
received no recommendation for Directors from its stockholders.





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





ITEM
11.                    EXECUTIVE
COMPENSATION





Summary
Compensation





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





Future
Compensation





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





Board
Committees





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





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


The following table sets forth
information, to the best of our knowledge, about the beneficial ownership of our
common stock on March 23, 2009 relating to the beneficial ownership of our
common stock by those persons known to beneficially own more than 5% of our
capital stock and by our directors and executive officers.  The
percentage of beneficial ownership before the offering for the following table
is based on 3,150,000 shares of
common stock outstanding.




17





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





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





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





We
lease our corporate office space from an officer, director and shareholder of
the Company on a month-to-month basis at $250 per month. Office services are
provided without charge by an officer and director of the Company. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein.





In October 2008, E. Venture Resources,
Inc. (“EVR”), an entity owned and controlled by an officer to the Company,
loaned the Company $15,000. The loan bears no interest and is due upon demand.
Subsequent to the year ended December 31, 2008, EVR loaned the Company an
additional $24,000. The loan bears no interest and is due upon
demand.





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





Director
Independence





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





18





ITEM
14.                    PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
AUDIT FEES





The aggregate fees billed for
professional services rendered by the principal accountant, Moore &
Associates, Chartered, for the audit of our annual financial statements and
review of the financial statements included in our Form 10-Q or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal years 2008 and 2007 were $5,000 and
$2,500, respectively.





(2)
AUDIT-RELATED FEES





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





(3)
TAX FEES





The aggregate fee to be billed by Moore
& Associates, Chartered for professional services to be rendered for tax
fees for fiscal years 2008 and 2007 were $0 and $1,250,
respectively.





(4)
ALL OTHER FEES





There were no other fees to be billed
by Moore & Associates, Chartered for the fiscal years 2008 and 2007 other
than the fees described above.





(5)
AUDIT COMMITTEE POLICIES AND PROCEDURES





We
do not have an audit committee.





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





Not
applicable.





19


ITEM
15.                    EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)





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





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





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





(b)           Exhibits





Incorporated
      by referenceExhibit
              number
            Exhibit
      description
            Filed
              herewith
            Form
            Period
              ending
            Exhibit
            Filing
      date3(i)(a)
            Articles
      of Incorporation of Madison Management, Inc. filed on March 2,
      2001
            
            S-1
            
            3(i)(a)
            12/19/083(ii)(a)
            Bylaws
      of Madison Management, Inc.
            
            S-1
            
            3(ii)(a)
            12/19/0831.1
            Certification
      of Pamela R. Elliott pursuant to Section 302 of the Sarbanes-Oxley
      Act
            X31.2
            Certification
      of Elaine M. Evans pursuant to Section 302 of the Sarbanes-Oxley
      Act
            X32.1
            Certification
      of Pamela R. Elliott pursuant to Section 906 of the Sarbanes-Oxley
      Act
            X32.2
            Certification
      of Elaine M. Evans pursuant to Section 906 of the Sarbanes-Oxley
      Act
            X





20


SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





MADISON
MANAGEMENT, INC.








By:
/s/ Pamela R.
Elliott


Pamela
R. Elliott, President





Date:
March 26, 2009





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





Signature
            Title
            Date/s/
      Pamela R. Elliott
            Director,
      President, and Chief Executive
            March
      26, 2009Pamela
      R. Elliott
            Officer
      (Principal Executive Officer)/s/
      Elaine M. Evans
            Secretary/Treasurer
      (Principal Financial and
            March
      26, 2009Elaine
      M. Evans
            Accounting
      Officer)/s/
      Sharilyn Gallison
            Vice
      President
            March
      26, 2009Sharilyn
      Gallison/s/
      Sandra Z. Lary
            Director
            March
      26, 2009Sandra
      Z. Lary


21


MADISON
MANAGEMENT, INC.





INDEX
TO FINANCIAL STATEMENTS





YEARS
ENDED DECEMBER 31, 2008 AND 2007








PagesReport
      of Independent Registered Public Accounting Firm
            F-1Balance
      Sheets, December 31, 2008 and 2007
            F-2Statements
      of Operations for the Years Ended December 31, 2008 and 2007 and the
      period from March 2, 2001 (Inception) to December 31, 2008
            F-3Statement
      of Stockholders' Equity for the period from March 2, 2001 (Inception) to
      December 31, 2008
            F-4
      – F-7Statements
      of Cash Flows for the Years Ended December 31, 2008 and 2007 and the
      period from March 2, 2001 (Inception) to December 31, 2008
            F-8Notes
      to Financial Statements
            F-9
      – F-17











MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED








REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


Madison
Management, Inc


(A
Development Stage Company)





We
have audited the accompanying balance sheets of Madison Management, Inc (A
Development Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years ended December 31, 2008 and 2007 and since inception on March 2, 2001
through December 31, 2008. 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
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits 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 financial statements referred to above present fairly, in all
material respects, the financial position of Madison Management, Inc (A
Development Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years ended December 31, 2008 and 2007 and since inception on March 2, 2001
through December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.





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











/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


March
24, 2009





6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-1





Madison
      Management, Inc.(A
      Development Stage Company)Balance
      SheetsDecember
      31,2008
            
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            6,559
            
            
            $
            11,531Total
      Assets
            
            $
            6,559
            
            
            $
            11,531LIABILITIES AND
      STOCKHOLDERS' EQUITYLiabilitiesAccounts
      Payable
            
            $
            6,929
            
            
            $
            2,126Notes
      Payable - Related Party
            
            
            15,000
            
            
            
            -Total
      Liabilities
            
            
            21,929
            
            
            
            2,126Stockholders'
      EquityCommon
      Stock, authorized 25,000,000 shares, par value $0.001, issued and
      outstanding on December 31, 2008 and 2007 is 3,150,000 and 3,150,000
      shares, respectively
            
            
            3,150
            
            
            
            3,150Additional
      Paid in Capital
            
            
            28,350
            
            
            
            28,350(Deficit)
      Accumulated During the Development Stage
            
            
            (46,870
            )
            
            
            (22,095
            )Total
      Stockholders' Equity
            
            
            (15,370
            )
            
            
            9,405Total
      Liabilities and Stockholders' Equity
            
            $
            6,559
            
            
            $
            11,531








The
accompanying notes are an integral part of these statements.


F-2





Madison
      Management, Inc.(A
      Development Stage Company)Statements
      of OperationsMarch
      2, 2001For
      the Years Ended
            
            
            (Inception)
      toDecember
      31,
            
            
            December
      31,2008
            
            
            2007
            
            
            2008Revenue
            
            $
            -
            
            
            $
            10,000
            
            
            $
            10,000Revenue
      - Related Party
            
            
            8,500
            
            
            
            -
            
            
            
            38,500Total
      Revenue
            
            
            8,500
            
            
            
            10,000
            
            
            
            48,500ExpensesGeneral
      and Administrative
            
            
            8,237
            
            
            
            3,899
            
            
            
            14,590Consulting
      Fees
            
            
            1,100
            
            
            
            -
            
            
            
            11,100Consulting
      Fees - Stock Based
            
            
            -
            
            
            
            -
            
            
            
            22,500Consulting
      Fees - Related Party
            
            
            -
            
            
            
            -
            
            
            
            5,000Legal
      and Professional Fees
            
            
            23,938
            
            
            
            12,261
            
            
            
            42,180Total
      Expenses
            
            
            33,275
            
            
            
            16,160
            
            
            
            95,370(Loss)
      Before Provision for Income Taxes
            
            
            (24,775
            )
            
            
            (6,160
            )
            
            
            (46,870
            )Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (Loss)
            
            $
            (24,775
            )
            
            $
            (6,160
            )
            
            $
            (46,870
            )Basic
      and DilutedEarnings
      (Loss) per Share
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
      AverageNumber
      of Shares
            
            
            3,150,000
            
            
            
            3,150,000








The
accompanying notes are an integral part of these statements.





F-3


Madison
      Management, Inc.(A
      Development Stage Company)Statement
      of Stockholders' Equity(Deficit)AccumulatedCommon
      Stock
            
            Additional
            
            
            
            During
            
            TotalPrice
      per
            
            
            
            
            
            
            
            Paid-in
            
            Subscriptions
            
            Development
            
            Stockholders'Share
            
            
            Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Stage
            
            EquityMarch
      2001Shares
      issued for services
            
            
            0.01
            
            
            
            1,250,000
            
            
            $
            1,250
            
            
            $
            11,250
            
            
            $
            -
            
            
            $
            -
            
            
            $
            12,500April
      2001Shares
      issued for services
            
            
            0.01
            
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            9,000
            
            
            
            
            
            
            
            
            
            
            
            10,000August
      to December 2001Shares
      issued for cashand
      subscriptions receivable
            
            
            0.01
            
            
            
            900,000
            
            
            
            900
            
            
            
            8,100
            
            
            
            (1,500
            )
            
            
            
            
            
            
            7,500Net
      (loss)March
      2, 2001(Inception)
      toDecember
      31, 2001
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (23,048
            )
            
            
            (23,048
            )Balance,
      December 31, 2001
            
            
            
            
            
            
            3,150,000
            
            
            
            3,150
            
            
            
            28,350
            
            
            
            (1,500
            )
            
            
            (23,048
            )
            
            
            6,952


F-4





Madison
      Management, Inc.(A
      Development Stage Company)Statement
      of Stockholders' Equity
              -Continued-(Deficit)AccumulatedCommon
      Stock
            
            Additional
            
            
            
            During
            TotalPrice
      per
            
            
            
            
            
            Paid-in
            
            Subscriptions
            
            Development
            Stockholders'Share
            Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Stage
            EquityJanuary
      2002Cash
      received forsubscriptions
      receivable
            
            
            
            
            
            
            
            
            
            500
            
            
            500February
      2002Cash
      received forsubscriptions
      receivable
            
            
            
            
            
            
            
            
            
            1,000
            
            
            1,000Net
      (loss)For
      the year endedDecember
      31, 2002
            
            
            
            
            
            
            
            
            
            
            
            (2,309)
            (2,309)Balance,
      December 31, 2002
            
            3,150,000
            
            
            3,150
            
            28,350
            
            
            -
            
            (25,357)
            6,143Net
      (loss)For
      the year endedDecember
      31, 2003
            
            
            
            
            
            
            
            
            
            
            
            (4,318)
            (4,318)


F-5





Madison
      Management, Inc.(A
      Development Stage Company)Statement
      of Stockholders' Equity
              -Continued-(Deficit)AccumulatedCommon
      Stock
            
            Additional
            
            
            
            During
            TotalPrice
      per
            
            
            
            
            
            Paid-in
            
            Subscriptions
            
            Development
            Stockholders'Share
            Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Stage
            EquityBalance,
      December 31, 2003
            
            3,150,000
            
            
            3,150
            
            28,350
            
            
            -
            
            (29,675)
            1,825Net
      (loss)For
      the year endedDecember
      31, 2004
            
            
            
            
            
            
            
            
            
            
            
            (320)
            (320)Balance,
      December 31, 2004
            
            3,150,000
            
            
            3,150
            
            28,350
            
            
            -
            
            (29,995)
            1,505Net
      (loss)For
      the year endedDecember
      31, 2005
            
            
            
            
            
            
            
            
            
            
            
            (320)
            (320)Balance,
      December 31, 2005
            
            3,150,000
            
            
            3,150
            
            28,350
            
            
            -
            
            (30,315)
            1,185Net
      incomeFor
      the year endedDecember
      31, 2006
            
            
            
            
            
            
            
            
            
            
            
            14,380
            14,380Balance,
      December 31, 2006
            
            3,150,000
            
            
            3,150
            
            28,350
            
            
            -
            
            (15,935)
            15,565


F-6


Madison
      Management, Inc.(A
      Development Stage Company)Statement
      of Stockholders' Equity
                -Continued-(Deficit)AccumulatedCommon
      Stock
              
              Additional
              
              
              
              During
              TotalPrice
      per
              
              
              
              
              
              Paid-in
              
              Subscriptions
              
              Development
              Stockholders'Share
              Shares
              
              Amount
              
              Capital
              
              Receivable
              
              Stage
              EquityBalance,
      December 31, 2003
              
              3,150,000
              
              
              3,150
              
              28,350
              
              
              -
              
              (29,675)
              1,825Net
      (loss)For
      the year endedDecember
      31, 2004
              
              
              
              
              
              
              
              
              
              
              
              (320)
              (320)Balance,
      December 31, 2004
              
              3,150,000
              
              
              3,150
              
              28,350
              
              
              -
              
              (29,995)
              1,505Net
      (loss)For
      the year endedDecember
      31, 2005
              
              
              
              
              
              
              
              
              
              
              
              (320)
              (320)Balance,
      December 31, 2005
              
              3,150,000
              
              
              3,150
              
              28,350
              
              
              -
              
              (30,315)
              1,185Net
      incomeFor
      the year endedDecember
      31, 2006
              
              
              
              
              
              
              
              
              
              
              
              14,380
              14,380Balance,
      December 31, 2006
              
              3,150,000
              
              
              3,150
              
              28,350
              
              
              -
              
              (15,935)
              15,565





The
accompanying notes are an integral part of these statements.





F-7


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











The
accompanying notes are an integral part of these statements.





F-8
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements


Note
1 – Summary of significant accounting policies and procedures





Organization


The
Company was organized March, 2, 2001 (Date of Inception) under the laws of the
State of Nevada, as Madison Management, Inc.  The Company has minimal
operations and, in accordance with SFAS #7, the Company is considered a
development stage company.  The Company is authorized to issue
25,000,000 shares of $0.001 par value common stock.





Business
plan


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





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
the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those
estimates.





Cash and cash
equivalents


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





Impairment of long lived
assets


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





Fair value of financial
instruments


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





F-9
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements





Revenue
recognition


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





Concentrations


In
2008 and 2007, one customer accounted for 100% and 100% of sales,
respectively.





Advertising
costs


The
Company expenses all costs of advertising as incurred.  There were no
advertising costs included in general and administrative expenses as of December
31, 2008 and 2007.





Dividends


The
Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since
inception.





Segment
reporting


The
Company follows Statement of Financial Accounting Standards No. 130,
“Disclosures About Segments of an Enterprise and Related
Information.”  The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands its
operations.





Reporting on the costs of
start-up activities


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





Income
taxes


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





F-10
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




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





The
Financial Accounting Standards Board has published FASB Interpretation
No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes”, to
address the non-comparability in reporting tax assets and liabilities resulting
from a lack of specific guidance in FASB Statement of Financial Accounting
Standards No. 109 (SFAS 109), “Accounting for Income Taxes”, on the
uncertainty in income taxes recognized in an enterprise’s financial statements.
Specifically, FIN No. 48 prescribes (a) a consistent recognition
threshold and (b) a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return, and provides related guidance on derecognition, classification,
interest and penalties, accounting interim periods, disclosure and transition.
To the extent interest and penalties would be assessed by taxing authorities on
any underpayment of income taxes, such amounts would be accrued and classified
as a component of income tax expenses on the consolidated statement of
operations. FIN No. 48 applies to fiscal years beginning after
December 15, 2006, with earlier adoption permitted. The Company has
evaluated the effects of FIN No. 48 and found its adoption to not have a
material impact on the financial statements.





Stock-based
compensation


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





Recent
pronouncements


SFAS 161


In March 2008, the FASB issued SFAS
No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an
amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and
non-derivative instruments that are designated and qualify as hedging
instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged
items accounted for under SFAS 133. SFAS 161 requires entities to provide
greater transparency through additional disclosures about how and why an entity
uses derivative instruments, how derivative instruments and related hedged items
are accounted for under SFAS 133 and its related interpretations, and how
derivative instruments and related hedged items affect an entity's financial
position, results of operations, and cash flows. SFAS 161 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2008.
The Company does not expect the adoption of SFAS 161 will have a material impact
on its financial condition or results of operation.





F-11
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




SFAS 162


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





SFAS 163


In May 2008, the FASB issued SFAS No.
163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation
of FASB Statement No. 60.”  SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation.  This Statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts, including the
recognition and measurement to be used to account for premium revenue and claim
liabilities. Those clarifications will increase comparability in financial
reporting of financial guarantee insurance contracts by insurance enterprises.
This Statement requires expanded disclosures about financial guarantee insurance
contracts. The accounting and disclosure requirements of the Statement will
improve the quality of information provided to users of financial
statements.  SFAS 163 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.





FSP FAS
142-3


In April 2008, the FASB issued Staff
Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.





F-12
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




EITF
03-6-1


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





Earnings and (loss) per
share


Net
earning and (loss) per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per
Share”.  Basic (loss) per share is computed by dividing (losses)
available to common stockholders by the weighted average number of common shares
outstanding during the period.  Diluted EPS is computed by adding to
the weighted average shares the dilutive effect if stock options and warrants
were exercised into common stock. As of December 31, 2008 and 2007, the Company
had no dilutive common stock equivalents, such as stock options or
warrants.





Year end


The
Company has adopted December 31 as its fiscal year end.





Note
2 – Going concern





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





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





F-13
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




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





Note
3 – Notes payable – related party





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





Note
4 – Income taxes





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





The
provision for income taxes consisted of the following components for the years
ended December 31, 2008 and 2007:





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





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





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





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





F-14
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




Reconciliation
between the statutory rate and the effective tax rate is as follows at December
31, 2008 and 2007:





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





Note
5 – Stockholders’ equity





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





On March 5, 2001, the Company issued
1,250,000 shares of its par value common stock to its founders, officers and
directors for services rendered to the Company valued at $12,500.





On
April 5, 2001, the Company issued 1,000,000 shares of its par value common stock
to various consultants for services rendered to the company valued at
$10,000.





On
November 30, 2001, the Company received subscriptions for 900,000 shares of
stock for cash of $7,500 and subscriptions receivable of $1,500.





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





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





As
of December 31, 2008 and 2007, there have been no other issuances of common
stock.





F-15
 Madison
Management, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements




Note
6 – Warrants and options





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





Note
7 – Related party transactions





The
Company does have a month-to-month lease at $250 per month to lease office space
from an officer, director and shareholder of the Company.  Office
services are provided without charge by an officer and director of the
Company.  Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein.





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





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





During
the year ended December 31, 2008, the Company had revenue from New Day
Financial, Inc., an entity that has two directors that are also officers and
directors of the Company.  The revenue derived from New Day Financial,
Inc. accounted for 100% of the revenue for 2008.





Note
8 – Subsequent events





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


F-16