Quarterly Report - Full (revised)

Page 1

Max Media Group, Inc.

Quarterly Report

September 30, 2010

Page 2

MAX MEDIA GROUP, INC.

Quarterly Report

Sept 30, 2010

ITEM I �

Name of Issuer

Max Media Group Inc

4177 Corporate Court
Palm Harbor, Florida 34683

Phone

877-243-9327

Fax

727-242-6648

ITEM II �

Shares Outstanding

Common Stock

12-31-08

12-31-09

09-30-10

Shares Authorized

100,000,000

750,000,000

Shares Outstanding

19,760,759

75,098,803

Freely Trade-able

5,496,444

12,098,000

Beneficial Shareholders

Shareholders of record

228

274

Formerly Hesperia Holding Inc. until 8-2009

info@maxmediamxmi.com

Page 3

Preferred Stock

12-31-08

12-31-09

09-30-10

Preferred Stock Series 2004

Shares Authorized

200,000

Shares Outstanding

200,000

Freely Trade-able

Beneficial Shareholders

Series A

Shares Authorized

1,000,000

Shares Outstanding

1,000,000

Freely Trade-able

Beneficial Shareholders

Series B

Shares Authorized

7,500,000

Shares Outstanding

7,500,000

Freely Trade-able

Beneficial Shareholders

ITEM III � Financial Statements for the Current Period

SEE FOLLOWING PAGES

Sharesholds of Record

Page 4

MAX MEDIA GROUP, INC.

Balance Sheets

(Unaudited)

ASSETS

CURRENT ASSETS

Sep 30, 2010

Dec 31, 2009

Cash and cash equivalents

Total current assets

0 $

10,352

OTHER ASSETS

Internet properties

67,500

Total Assets

67,500 $

77,852

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

0 $

Advances from shareholders

18,289

26,970

Total current liabilities

18,289

26,970

LONG TERM LIABILITIES

TOTAL LIABILITIES

18,289

26,970

STOCKHOLDERS' EQUITY

shares authorized, 7,500,000 and 7,500,000
shares issued and outstanding respectively

7,500

shares authorized 75,098,820 and 75,098,820
shares issued and outstanding respectively

75,098

Paid-in-capital

2,777,369

Accumulated deficit

(2,810,756)

(2,809,085)

Total stockholders' equity

49,211

50,882

Total Liabilities and Stockholders' Equity

67,500 $

77,852

(formerly Hesperia Holding, Inc.)

Preferred stock � par value $.001, 100,000,000

Common stock � par value $.001, 750,000,000

Page 5

MAX MEDIA GROUP, INC.

Balance Sheets

(Unaudited)

ASSETS

Quarter Ended

Year Ended

Sep 30, 2010

Dec 31, 2009

REVENUES

11,300 $

19,362

OPERATING COSTS AND EXPENSES

Parts

373

1,258

Professional fees

3,405

Marketing expenses

1,737

Contract labor

430

2,043

Computer expenses

1,091

Rent expense

1,575

1,939

Maintenance and repairs

849

Utilities

607

1,392

Shop expenses

1,833

Travel expenses

7,785

10,886

Organization expenses

9,547

Total Expenses

10,951

35,980

Operating Loss

(349

(16,618)

OTHER INCOME (EXPENSES)

Interest expense

Income before income taxes

349

(16,618)

Provision for income taxes

NET INCOME (LOSS)

349 $

(16,618)

Earnings Per Share (see Note 2)
Fully-diluted weighted

average number of common-stock outstanding

150,098,820

Basic and diluted net loss per share

0 $

(formerly Hesperia Holding, Inc.)

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

MAX MEDIA GROUP, INC.

Statement of Stockholders' Equity

(Unaudited)

Preferred Stock

Common Stock

Paid-in

Accumulated

Amount

Capital

Deficit

Total

Balance, December 31, 2003

11,510,845

$11,511

$568,815

$(1,259,934)

$(679,608)

200,000

200

64,800

65,000

5,340,622

5,340

2,066,708

2,072,048

Beneficial conversion feature of preferred stock

40,000

(40,000)

Net loss

(2,347,963)

Balance, December 31, 2004

200,000

$200

16,851,467

$16,851

$2,740,323

$(3,647,897)

$(890,523)

Gain on settlement of debt

2,669,758

Net loss

Balance, December 31, 2005

200,000

$200

16,851,467

$16,851

$2,740,323

$(978,139)

$1,779,235

2,509,292

2,509

22,584

25,093

Net loss

(1,814,328)

Balance, December 31, 2006

200,000

$200

19,360,759

$19,360

$2,762,907

$(2,792,467)

$(10,000)

1,000,000

1,000

9,000

10,000

Net loss

Balance, December 31, 2007

1,200,000

$1,200

19,360,759

$19,360

$2,771,907

$(2,792,467)

Net loss

Balance, December 31, 2008

1,200,000

$1,200

19,360,759

$19,360

$2,771,907

$(2,792,467)

Conversion of Series 2004 preferred stock to common

(200,000)

$(200)

400,000

$400

$(200)

Net gain (loss)

(2,477)

Balance, Sept 30, 2009

1,000,000

$1,000

19,760,759

$19,760

$2,771,707

$(2,794,944)

$(2,477)

Effect 1-for-200 reverse split

(19,661,939)

(19,662)

19,662

60,000,000

60,000

Conversion of Series A preferred stock to common

(1,000,000)

$(1,000)

15,000,000

$15,000

$(14,000)

7,500,000

7,500

Net loss

(14,141)

Balance, December 31, 2009

7,500,000

$7,500

75,098,820

$75,098

$2,777,369

$(2,809,085)

$50,882

Net gain (loss)

349

Balance, Sept 30, 2010

7,500,000

$7,500

75,098,820

$75,098

$2,777,369

$(2,808,736)

$51,231

(formerly Hesperia Holding, Inc.)

Issuance of Series 2004 preferred stock for cash ($.40/share)
Issuance of common stock for services ($.39/share)

Issuance of common stock for services ($.01/share)

Issuance of Series A preferred stock for services ($.01/share)

Issuance of common stock for acquisition of HWP assets ($.001/share)

Issuance of preferred stock for acquisition of HWP assets ($.001/share)

MAX MEDIA GROUP, INC.

Statements of Cash Flows

(Unaudited)

Quarter Ended

Year Ended

September 30, 2010

December 31, 2009

Operating Activities
Net gain (loss)

349 $

(16,618)

Adjustments to reconcile net loss to net cash

Depreciation and amortization

Loss on disposal of assets

(Increase) decrease in assets:

Other assets

Increase (decrease) in liabilities:

Accounts payable and accrued expenses

Total adjustments

Net cash used in operating activities

349

(16,618)

Investing Activities
Purchases of property and equipment

Net cash used in investing activities

Financing Activities
Issuance of stock for cash

Payments on borrowings

Proceeds from borrowings

26,970

Net cash provided by financing activities

26,970

Net increase in cash and cash equivalents

349

10,352

Cash and cash equivalents at beginning of period

10,352

Cash and cash equivalents at end of period

10,701 $

10,352

Supplemental cash flow information:
Cash paid during the period for interest

- $

Cash paid during the period for income taxes

- $

Acquisition of assets by issuance of stock

- $

67,500

(formerly Hesperia Holding, Inc.)

useed in operating activities:

Noncash investing and financing activities:

Page 8

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

NOTE 1 �

Organization and Basis of Presentation

(formerly Hesperia Holding, Inc.)

The Company was incorporated under the laws of the State of Nevada on March 3, 2000 as
Saveyoutime.com, Inc. On April 10, 2003, th e Company filed a Certificate of Merger with the
Nevada Secretary of State reporting its merger with Hesperia Holding Corp. The Company was the
surviving entity and pursuant to the merger changed its name to Hesperia Holding, Inc. The Company
has ope rated as a holding company with several operating subsidiaries. Until 2005, the Company
operated two subsidiaries in the roofing industry, Hesperia Truss and Pahrump Valley Truss. During
2005, the Company discontinued the operations of the two subsidiaries and began pursuing various
acquisitions related to the film and media industry. After completing its due diligence the Company
made offers on several potential opportunities none of which ever materialized. In April, 2009, the
Company entered an agreement to acquire 100 % ownership of Hot Web Properties, Inc. ("HWP").
HWP owns a nd operates various internet domains. On June 5, 2009, the Board of Directors of the
Company executed resolutions which authorized an amendment to the Company's Certificate of
Incorporation to change the name of the Company to Max Media Group, Inc.

In the opinion of management, the accompanying balance sheets and related interim statements of
income, cash flows, and stockholders' equity, consisting only of normal recurring items, necessary for
their fair presentation in conformity with accounting principles generally accepted in the United St
ates of America ("U.S. GAAP"). Preparing financial statements requires management to make
estimates and assumptions that affect the amounts of assets, liabilities, revenue, and expenses. Actual
results and outcomes may differ from management's estimates and assumptions.

Interim results are not necessarily indicative of results for a full year. The information included in
these financial statements shoul d be read in conjunction with information included in the December
31, 2009 financial st atements. For presentation purposes, certain balances contained in these notes
that are either unchanged or immaterially changed for the period presented are reflected as of the
previous year end, December 31, 2009.

Page 9

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

NOTE 2 �

Summary of Significant Accounting Policies

Cash and cash equivalents

Impairment of Long-Lived Assets

Revenue Recognition

Revenues, if any, will be recognized when earned.

Earnings Per Share

Income Taxes

(formerly Hesperia Holding, Inc.)

The Company considers those short-term, highly liquid investments with original maturities of three
months or less as cash and cash equivalents.

In accordance with Statement of Financial Accounting Standards ("SFAS") 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," the Company
reviews its long-lived assets for impairments. Impairment losses on long-lived assets are recognized
when events or changes in circumstances indicate that the undiscounted cash flows estimated to be
generated by such assets are less than their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses then are measured by comparing the fair
value of assets to their carrying amounts. The Company recognized no impairment loss at December
31, 2009.

The weighted average number of shares used for computing earnings per share reflects the
conversion of convertible preferred shares into common. As of December 31, 2009, there were no
convertible preferred shares outstanding.

The Company records deferred income taxes using the liability method as prescribed under the
provisions of SFAS No. 109. Under the liability method, deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences between the financial
statement and income tax bases of the Company's assets and liabilities. An allowance is recorded,
based upon currently available information, when it is more likely than not that any or all of the
deferred tax assets will not be realized. The provision for income taxes includes taxes currently
payable, if any, plus the net change during the year in deferred tax assets and liabilities recorded by
the Company.

Page 10

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Use of Estimates

Advertising Costs

Recently Issued Accounting Pronouncements

(formerly Hesperia Holding, Inc.)

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

The Company's policy regarding advertising costs are to expense them as they are incurred. The
Company had not incurred any advertising costs during the periods ended December 31, 2008 and
2009.

SFAS No. 149 "Amendment of Statement 133 on derivative instruments and hedging activities".
This statement amends and clarifies financial accounting and reporting for derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for hedging activities under
SFAS 133, "Accounting for derivative instruments and hedging activities".

SFAS No. 150 "Accounting for certain financial instruments with characteristics of both liabilities
and equity". This statement establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.

The Company believes that the above standards would not have a material impact on its financial
position, results of operations or cash flows.

Page 11

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

NOTE 3 � Going Concern

NOTE 4 � Stockholder's Equity

Common Stock

(formerly Hesperia Holding, Inc.)

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. This basis of accounting contemplates the recovery of the
Company's assets and the satisfaction of its liabilities in the normal course of business.
Through December 31, 2009, the Company had incurred cumulative losses of $2,809,085 and
negative working capital of $16,618 as of December 31, 2009. The Company's ability to
continue as a going concern is dependent upon obtaining financing adequate to execute its
business plan and achieve a level of revenues adequate to support the Company's cost structure.
Management's plan of operations anticipates that the cash requirements for the next twelve
months will be met by obtaining capital contributions through the sale of its common stock and
cash flows from operations. There is no assurance that the company will be able to implement
the plan.

At various stages in the Company's development we have issued shares of common stock for
services or assets with a corresponding charge to operations or property and equipment. In
accordance with SFAS 123, these transactions, except for stock issued to employees, have been
recorded on the Company's books at the fair value of the consideration received or the fair
value of the common stock issued, whichever is more reliably measured.

In August, 2009, the Company issued 60,000,000 of common stock in acquisition of certain
internet operations and domain names owned by HWP Properties (see Note 5). In August,
2009, the Company's 200-1 proposed reverse split became effective.

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MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Preferred Stock

Stock Options and Warrants

There are no outstanding unexpired warrants or options as of December 31, 2009 and 2008.

NOTE 5 �

Acquisition

(formerly Hesperia Holding, Inc.)

In 2005, the Company issued 200,000 shares of Preferred Series 2004 stock for $65,000. The
Series 2004 stock is entitled to liquidation preference of $.44 per share plus dividends in arrears,
is entitled to preferential dividends of $.006 per quarter ($.024 per annum) out of legally available
funds and is convertible to common stock at a rate of $.40 per share. All 200,000 the Series 2004
preferred shares were converted to 400,000 common shares in May, 2009. In 2007, the
Company issued 1,000,000 shares of Series A Preferred Stock for the acquisition of certain assets
valued at $10,000. The Series A converts to common on a 15-for-1 basis. In August, 2009, all
1,000,000 shares of the Series A Preferred Stock were converted into 15,000,000 shares of
common stock. In October, 2009, the Company issued 7,500,000 shares of Series B Preferred
Stock as additional consideration for its acquisition of certain internet operations and domain
names owned by HWP Properties (see Note 5). These Series B shares convert to common stock on
a 10-for-1 basis and carry 10-for-1 super voting rights.

In April, 2009, the Company entered an agreement to acquire 100 % ownership of Hot Web
Properties, Inc.("HWP"). HWP owns and operates various internet domains. Under the terms of
the acquisition, the Company agreed to issue the shareholders of HWP 60,000,000 post-split
common shares. With the issuance of the 60,000,000 post-split shares, the Company will have a
fully diluted post-split capitalization of approximately 75,000,000 shares outstanding. On June 5,
2009, the Board of Directors of the Company executed resolutions which authorized an
amendment to the Company's Certificate of Incorporation. The amendment changed the name of
the Company to Max Media Group, Inc., increased the authorized common stock to 750,000,000
shares, increased the authorized preferred stock to 100,000,000 shares and reverse split the
Company's common stock by a ratio of one (1) share for each 200 shares issued and outstanding.
In August, 2009, the Company's 200-1 proposed reverse split became effective.

Page 13

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

NOTE 6 �

Commitments and Contingencies

Leases

Litigation

NOTE 7 �

Related Parties

There were no related party transactions in the periods ended December 31, 2009 and 2008.

NOTE 8 �

Income Taxes

(formerly Hesperia Holding, Inc.)

At December 31, 2009 and 2008, the Company was not obligated under any non-cancelable
operating or capital lease agreements.

At December 31, 2009 and 2008, the Company was not party to any legal proceedings. To
the knowledge of management, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company.

The Company has adopted FASB 109 to account for income taxes. The Company currently
has no issue that creates timing differences that would mandate deferred tax expense. Net
operating losses would create possible tax assets in future years. Due to the uncertainty as to
the utilization of net operating loss carry forwards, an evaluation allowance has been made
to the extent of any tax benefit that net operating losses may generate. No provision for
income taxes has been recorded due to the net operating loss carryforwards of $2,809,085
and $2,792,467 as of December 31, 2009 and 2008 respectively that will be offset against
further taxable income. No tax benefit has been reported in the financial statements.

Page 14

MAX MEDIA GROUP, Inc

NOTES TO FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Deferred tax assets and the valuation account as of December 31, 2009 and 2008 are as follows:

2009

2008

Deferred tax asset:

Net operating loss carry forward

2,809,085 $

2,792,467

Valuation allowance

(2,809,085)

(2,792,467)

0 $

The components of income tax expense are as follows:

2009

2008

Current Federal Tax

0 $

Current State Tax

Change in NOL benefit

Change in allowance

0 $

Year of Loss

Amount

Expiration Date

2005 and Prior $

2,792,467

2025

2009

16,618

2029

(formerly Hesperia Holding, Inc.)

The Company has incurred losses that can be carried forward to offset future earnings if conditions of
the Internal Revenue Codes are met. These losses are as follows:

Page 15

ITEM IV � Management's Discussion and Analysis

Premium collectibles (hot rod cars, exotic cars, premium boats and airplanes), and

Off Balance Sheet Arrangements

ITEM V �

Legal Proceedings

The Company is not party to any material legal proceedings or administrative actions.

ITEM VI � Defaults of Senior Securities

None

ITEM VII � Other Information

None

Max Media Group is the leading developer of providing monetized high-end, high impact social based
online community markets. Max Media's business model distinguishes itself by issuing revenue sharing
cash payments to content providers, who historically have "worked for free". As the internet's content
models shift in 2010 and beyond, Max Media is positioned to capture significant content, users, eyeballs
and revenues from social networks like Facebook, YouTube, MySpace, Flickr and others. Max Media's two
major markets are:

User-generated social media news (Babelation.com)

Our proven business model is now underway and multi-faceted marketing efforts are being employed daily.
We are generating revenues everyday, every minute, with every visitor to our network of web properties.

The traffic coming to our Babelation.com property has the ability to generate revenues in 3 ways for the
Company; 1) each visitor's activity (amount of content they view and time spent on site), 2) each search that
visitor does at our site and 3) ad revenues from our sponsors. While a visit to each of our other properties
possesses the same revenue traffic, a large part of our growth will lie in growing the number of subscribers
(free), the publishers of content (free) and the daily visitors to www.Babelation.com.

The Company does not have any transactions, agreements or other contractual arrangements
that constitute off-balance sheet arrangements.

Page 16

ITEM VIII � Exhibits

ITEM IX �

Issuer's Certifications

Date: October 22, 2010
/s/ G. James Grady
G. James Grady, CEO

Date: October 22, 2010
/s/ Stephen G. Reed
Stephen G. Reed, CFO

There are no updates to the "Material Contracts", "Articles of Incorporation" or "Bylaws"
described in Items XVIII and XIX, respectively, of the Company's Annual Report for the
period ended Sept 30, 2010.

I, G. James Grady, have reviewed this October 22, 2010, Quarterly Disclosure Statement
of Max Media Group, Inc.;

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

Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of the
issuer as of, and for, the periods presented in this disclosure statement.

I, Stephen G. Reed, have reviewed this October 22, 2010, Quarterly Disclosure
Statement of Max Media Group, Inc.;