UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2009~~2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-156352

E & M GROUP, INC.

MADISON MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

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

3360 W. Olympic Blvd., Suite 201, Los Angeles, CA	90019
2373 208th St., Unit F4, Torrance, CA	90501
(Address of principal executive offices)	(Zip Code)

(~~916~~213) ~~408~~995-~~5704~~5036

(Registrant’s telephone number, including area code)

Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-0556

Indicate by check mark whether the registrant (1) 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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller 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 Exchange Act).

Yes x No ¨

The number of shares of Common Stock, $0.001 par value, outstanding on ~~November~~May 1314, ~~2009~~2010, was 331,~~150~~500,000 shares.

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

Madison Management, Inc.
E&M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
BALANCE SHEETS
	September 30,			December 31,
	March 31,			December 31,
	2009			2008
	2010			2009
	(Unaudited)			(Audited)
	(unaudited)			(audited)
ASSETS
Current assets
Current assets:
Cash	$	-968		$	627,~~559~~057
Total assets	$	-		$	6,559
Prepaid expenses		2,683			1,250
Deposits		485			-
Notes receivable - related party		10,000			10,000
Total current assets		14,136			38,307
Fixed assets, net		25,053			-
Other assets:
Notes receivable - related party		1,000			-
Total other assets		1,000			-
Total assets	$	40,189		$	38,307
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current liabilities:
Accounts payable	$	~~724~~7,861		$	62,~~929~~508
Notes payable - related party		-			15,000
Total current liabilities		7,861			2,508
Total liabilities		724			21,929
Long-term liabilities:
Stockholders' deficit
Notes payable - related party		74,700			49,000
Common Stock, authorized 25,000,000 shares, par value $0.001, issued and outstanding on September 30, 2009 and December 31, 2008 is 3,150,000 and 3,150,000 shares, respectively		3,150			3,150
Total long-term liabilities		74,700			49,000
Additional paid in capital		99,343			28,350
Total liabilities		82,561			51,508
Deficit accumulated during the development stage		(103,217	)		(46,870	)
Stockholders' deficit:
Total stockholders' deficit		(724	)		(15,370	)
Common stock, $0.001 par value, 100,000,000 shares
Total liabilities and stockholders' deficit	$	-		$	6,559
authorized, 31,500,000 and 31,500,000 shares issued and outstanding
as of March 31, 2010 and December 31, 2009, respectively		31,500			31,500
Additional paid-in capital		70,993			70,993
Deficit accumulated during development stage		(144,865	)		(115,694	)
Total stockholders' deficit		(42,372	)		(13,201	)
Total liabilities and stockholders' deficit	$	40,189		$	38,307

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

E&M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(unaudited)


							Inception
							(March 2, 2001)
	For the three months ended						to
	March 31,						March 31,
	2010			2009			2010

Revenue	$	-		$	5,000		$	15,000
Revenue - related party		-			-			38,500
Total revenue		-			5,000			53,500

Expenses:
General and administrative		23,316			5,945			47,559
Consulting fees		-			-			11,100
Consulting fees - stock based		-			-			22,500
Consulting fees - related party		-			-			5,000
Depreciation		211			-			211
Legal and professional fees		8,644			28,000			110,924
Total expenses		29,171			33,945			200,294

Net operating loss		(29,171	)		(28,945	)		(146,794	)

Other income:
Forgiveness of debt		-			-			1,929
Total other income		-			-			1,929

Net loss	$	(29,171	)	$	(28,945	)	$	(144,865	)

Weighted average number of common shares		31,500,000			31,500,000
outstanding - basic

Net loss per share - basic	$	(0.00	)	$	(0.00	)

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

Madison Management, Inc.
E&M GROUP, INC. (FORMERLY MADISON MANAGEMENT, INC.)
(A Development Stage Company)
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
STATEMENT OF CASH FLOWS
(Unaudited)
(unaudited)
	For the						For the						March 2, 2001
							Inception
	Three Months Ended						Nine Months Ended						(Inception) to
							(March 2, 2001)
	September 30,						September 30,						September 30,
	For the three months ended						to
	2009			2008			2009			2008			2009
	March 31,						March 31,
Revenue	$	-		$	-		$	5,000		$	-		$	15,000
	2010			2009			2010
Revenue - related party		-			8,500			-			8,500			38,500
CASH FLOWS FROM OPERATING ACTIVITIES
Total revenue		-			8,500			5,000			8,500			53,500
Net loss	$	(29,171	)	$	(28,945	)	$	(144,865	)
Expenses
Adjustments to reconcile net loss
General and administrative		2,957			45			12,234			3,193			26,824
to net cash used in operating activities:
Consulting fees		-			100			-			100			11,100
Shares issued for services		-			-			22,500
Consulting fees - stock based		-			-			-			-			22,500
Depreciation		211			-			211
Consulting fees - related party		-			-			-			-			5,000
Changes in operating assets and liabilities:
Legal and professional fees		3,605			3,949			51,042			8,938			93,222
(Increase) in prepaid expenses		(1,433	)		-			(2,683	)
Total expenses		6,562			4,094			63,276			12,231			158,646
(Increase) in deposits		(485	)		-			(485	)
Net operating income (loss)		(6,562	)		4,406			(58,276	)		(3,731	)		(105,146	)
Increase (decrease) in accounts payable		5,353			(1,000	)		7,861
Other income:
Net cash used in operating activities		(25,525	)		(29,945	)		(117,461	)
Forgiveness of debt		1,929			-			1,929			-			1,929
CASH FLOWS FROM INVESTING ACTIVITIES
Total other income		1,929			-			1,929			-			1,929
Proceeds from repayment of notes receivable - related party		-			-			20,000
Income (loss) before provision for income tax		(4,633	)		4,406			(56,347	)		(3,731	)		(103,217	)
Payments for notes receivable - related party		(1,000	)		-			(31,000	)
Provision for income taxes		-			-			-			-			-
Purchase fixed assets		(25,264	)		-			(25,264	)
Net income (loss)	$	(4,633	)	$	4,406		$	(56,347	)	$	(3,731	)	$	(103,217	)
Net cash used in investing activities		(26,264	)		-			(36,264	)
Basic and Diluted
CASH FLOWS FROM FINANCING ACTIVITIES
Earnings (Loss) per Share	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.00	)
Proceeds from sale of common stock, net of offering costs		-			-			9,000
Weighted Average
Proceeds from donated capital		-			-			70,993
Number of Shares		3,150,000			3,150,000			3,150,000			3,150,000
Proceeds from notes payable		-			-			49,000
Proceeds from notes payable - related party		25,700			28,000			40,700
Payments to notes payable - related party		-			-			(15,000	)
Net cash provided by financing activities		25,700			28,000			154,693
NET CHANGE IN CASH		(26,089	)		(1,945	)		968
CASH AT BEGINNING OF YEAR		27,057			6,559			-
CASH AT END OF YEAR	$	968		$	4,614		$	968
SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-cash activities:
Number of shares issued for services		-			-			22,500,000
Fair value of shares issued for services	$	-		$	-		$	22,500

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

Madison Management, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
							March 2, 2001
	For the Nine Months Ended						(Inception) to
	September 30,						September 30,
	2009			2008			2009
Operating activities
Net loss	$	(56,347	)	$	(3,731	)	$	(103,217	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Shares issued for consulting services		-			-			22,500
Change in operating assets and liabilities:
Increase (decrease) in accounts payable		(6,205	)		3,803			724
Net cash provided by operating activities		(62,552	)		72			(79,993	)
Financing activities
Proceeds from notes payable - related party		(15,000	)		-			0
Proceeds from sale of common stock		-			-			9,000
Donated capital - debt forgiveness		15,000			-			15,000
Donated capital- cash contributed		55,993			-			55,993
Cash provided by financing activities		55,993			-			79,993
Net Increase (decrease) in cash		(6,559	)		72			-
Cash, beginning of period		6,559			11,531			-
Cash, end of period	$	-		$	11,603		$	-
Supplemental Information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

E&M Group, Inc. (formerly Madison Management, Inc.)

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

Madison Management, Inc.

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

~~Note~~NOTE 1 – ~~Basis~~SUMMARY ofOF ~~Presentation~~SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the ~~years~~ year ended December 31, ~~2008~~2009 and ~~2007 and~~ notes thereto included in the Company’s 10-K filed on March 2731, ~~2009~~2010. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

~~Note~~Use 2of ~~– Going Concern~~estimates

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 $103,217 for the period from Inception (March 2, 2001) to September 30, 2009. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable 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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Madison Management, Inc.

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

Note 3 – Summary of Significant Accounting Policies

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 significantly from those estimates.

Cash and Cash Equivalents

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. The carrying value of these investments approximates fair value.

Earnings ~~Per~~per ~~Share~~share

The Company follows ~~Statement~~ASC ofTopic ~~Financial Accounting Standards No~~260. ~~128. “Earnings Per Share” (“SFAS No. 128”).~~ Basic ~~earning~~earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted ~~earning~~ earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

~~Recent Accounting Pronouncements~~Concentrations

InFor ~~September 2009,~~ the ~~FASB~~three ~~Emerging~~months ~~Issues~~ended ~~Task~~March ~~Force~~31, or2010 ~~EITF,~~and ~~reached a consensus on ASC Update~~ 2009~~-13 (Topic 605)~~, ~~Multiple-Deliverable~~one ~~Revenue~~customer ~~Arrangements,~~accounted orfor ~~ASC~~0% ~~Update 2009-13. ASC Update 2009-13 applies to multiple-deliverable revenue arrangements that are currently within the scope of ASC 605-25. ASC Update 2009-13 provides principles~~ and ~~application~~100% guidance on whether multiple deliverables exist and how the arrangement should be separated and the consideration allocated. ASC Update 2009-13 requires an entity to allocate revenue in an arrangement using estimated selling prices of ~~deliverables~~sales, ~~if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price~~respectively. The update eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method and also significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. As a result, ASC Update 2009-13 will be effective for the Company no later than the first quarter of fiscal 2011. The adoption of ASC Update 2009-13 will not have a material impact on the Company’s financial position or results of operations for future collaborations arrangements.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fixed Assets

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Vehicles 5 years

The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as of March 31, 2010.

Recent pronouncements

Below is a listing of the most recent accounting standards and their effect on the Company.

In May 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent pronouncements (continued)

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-16 (ASU 2010-16), Entertainment-Casinos (Topic 924): Accruals for Casino Jackpot Liabilities-a consensus of the FASB Emerging Issues Task. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. The amendments should be applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption. The Company does not expect the provisions of ASU 2010-16 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services-Insurance (Topic 944): How Investments held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments-a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption. The Company does not expect the provisions of ASU 2010-15 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-14 (ASU 2010-14), Accounting for Extractive Activities – Oil & Gas - Amendments to Paragraph 932-10-S99-1 (SEC Update). The Amendments are designed to modernize and update the oil and gas disclosure requirements to align them with current practices and changes in technology. The Company does not expect the provisions of ASU 2010-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

~~Note~~NOTE 31 – ~~Summary~~SUMMARY ofOF ~~Significant~~SIGNIFICANT ~~Accounting~~ACCOUNTING ~~Policies~~POLICIES (~~Continued~~CONTINUED)

Recent ~~Accounting~~pronouncements ~~Pronouncements~~ (~~Continued~~continued)

In ~~June~~April ~~2009~~2010, the FASB ~~issued Statement of~~ (Financial Accounting Standards ~~No.~~Board) ~~165,~~issued ~~“Subsequent~~Accounting ~~Events,”~~Standards ~~(“SFAS~~Update ~~No.~~2010-13 ~~165”~~(ASU 2010-13)., ~~SFAS~~Compensation-Stock ~~165~~Compensation ~~establishes~~(Topic ~~general~~718): ~~standards~~Effect of ~~accounting~~Denominating ~~for~~the ~~and~~Exercise ~~disclosure~~Price of ~~events~~a ~~that~~Share-Based ~~occur~~Payment ~~after~~Award in the ~~balance~~Currency ~~sheet~~of ~~date~~the ~~but~~Market ~~before~~in ~~financial~~Which ~~statements~~the ~~are~~Underlying ~~issued~~Equity orSecurity ~~are~~Trades ~~available~~- toa beconsensus ~~issued. SFAS~~of ~~165~~the ~~applies~~FASB toEmerging ~~both~~Issues ~~interim~~Task ~~financial~~Force. The ~~statements~~amendments ~~and~~in ~~annual~~this ~~financial~~Update ~~statements.~~are ~~SFAS~~effective ~~165~~for isfiscal ~~effective~~years, ~~for~~and interim orperiods ~~annual~~within ~~financial~~those ~~periods~~fiscal ~~ending~~years, beginning on or after ~~June~~December 15, ~~2009~~2010. Earlier ~~SFAS~~application ~~165~~is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material ~~impact~~effect on ~~our~~the financial ~~statements~~position, results of operations or cash flows of the Company.

In ~~June 2009~~April 2010, the FASB ~~issued Statement of~~ (Financial Accounting Standards ~~No. 166,~~Board) “issued Accounting ~~for~~Standards ~~Transfers~~Update of2010-12 ~~Financial~~(ASU ~~Assets~~2010-12), anIncome ~~amendment~~Taxes ~~to SFAS No. 140,”~~ (~~“SFAS~~Topic ~~166”~~740).: ~~SFAS~~Accounting ~~166~~for ~~eliminates~~Certain ~~the~~Tax ~~concept~~Effects of athe ~~“qualifying~~2010 ~~special-purpose~~Health ~~entity,”~~Care ~~changes~~Reform ~~the~~Acts. After ~~requirements~~consultation ~~for~~with ~~derecognizing financial~~the ~~assets~~FASB, ~~and~~the ~~requires~~SEC ~~additional~~stated ~~disclosures~~that init ~~order~~“would tonot ~~enhance~~object ~~information reported~~ to ~~users~~a ofregistrant ~~financial~~incorporating ~~statements~~the byeffects ~~providing greater transparency about transfers~~ of ~~financial~~the ~~assets,~~Health ~~including~~Care ~~securitization transactions,~~ and anEducation ~~entity’s~~Reconciliation ~~continuing~~Act ~~involvement~~of in2010 ~~and~~when ~~exposure~~accounting tofor the ~~risks~~Patient ~~related~~Protection toand ~~transferred~~Affordable ~~financial~~Care ~~assets~~Act”. ~~SFAS 166 is effective for fiscal years beginning after November 15, 2009.~~ The Company ~~will adopt SFAS 166 in fiscal 2010. The Company~~ does not expect ~~that~~ the ~~adoption~~provisions of ~~SFAS~~ASU ~~166~~2010-12 ~~will~~to have a material ~~impact~~effect on the financial ~~statements~~position, results of operations or cash flows of the Company.

In ~~June~~March ~~2009~~2010, the FASB ~~issued Statement of~~ (Financial Accounting Standards ~~No.~~Board) ~~167,~~issued ~~“Amendments~~Accounting toStandards ~~FASB~~Update ~~Interpretation~~2010-11 ~~No. 46~~(RASU 2010-11),” ~~(“SFAS~~Derivatives ~~167”).~~and ~~The~~Hedging ~~amendments~~(Topic ~~include~~815): ~~(1)~~Scope ~~the~~Exception ~~elimination~~Related ofto ~~the~~Embedded ~~exemption~~Credit ~~for~~Derivatives. The ~~qualifying~~amendments ~~special~~in ~~purpose~~this ~~entities,~~Update ~~(2)~~are aeffective ~~new approach~~ for ~~determining~~each ~~who~~reporting ~~should consolidate a variable-interest~~ entity, ~~and~~at ~~(3)~~the ~~changes~~beginning toof ~~when~~its itfirst isfiscal ~~necessary~~quarter tobeginning ~~reassess~~after ~~who~~June ~~should~~15, ~~consolidate a variable-interest entity~~2010. Early ~~SFAS~~adoption ~~167~~ is ~~effective~~permitted ~~for~~at the ~~first annual reporting period~~ beginning ~~after~~of ~~November~~each ~~15,~~entity’s ~~2009 and for interim periods within that~~ first ~~annual~~fiscal ~~reporting~~quarter ~~period.~~beginning ~~The~~after ~~Company~~issuance ~~will~~of ~~adopt~~this ~~SFAS 167 in fiscal 2010~~Update. The Company does not expect ~~that~~ the ~~adoption~~provisions of ~~SFAS~~ASU ~~167~~2010-11 ~~will~~to have a material ~~impact~~effect on the financial ~~statements~~position, results of operations or cash flows of the Company.

In ~~June~~February ~~2009~~2010, the FASB ~~issued Statement of~~ (Financial Accounting Standards ~~No. 168,~~Board) ~~“The~~issued ~~FASB~~ Accounting Standards ~~Codification~~Update ~~and~~2010-09 ~~the~~(ASU ~~Hierarchy~~2010-09), ofSubsequent ~~Generally~~Events ~~Accepted Accounting Principles,”~~ (~~“SFAS~~Topic ~~168”~~855).: ~~SFAS~~Amendments ~~168~~to ~~replaces~~Certain ~~FASB~~Recognition ~~Statement~~and NoDisclosure Requirements. ~~162,~~ This ~~“The~~amendment ~~Hierarchy~~addresses both the interaction of ~~Generally~~the ~~Accepted~~requirements ~~Accounting~~of ~~Principles”, and~~this ~~establishes~~Topic with the ~~FASB~~SEC’s ~~Accounting~~reporting ~~Standards~~requirements ~~Codification~~and ~~(“Codification”)~~the asintended breadth of the ~~source~~reissuance ofdisclosure ~~authoritative~~provision ~~accounting~~related ~~principles~~to ~~recognized~~subsequent byevents (paragraph 855-10-50-4). All of the ~~FASB~~amendments toin bethis ~~applied~~Update byare ~~nongovernmental~~effective ~~entities~~upon inissuance of the ~~preparation~~final ofUpdate, ~~financial~~except ~~statements~~for inthe ~~conformity~~use ~~with~~of ~~generally~~the ~~accepted~~issued ~~accounting~~date ~~principles~~for ~~(“GAAP”)~~conduit debt obligors. ~~SFAS~~That ~~168~~amendment is effective for interim ~~and~~or annual periods ending after ~~September~~ June 15, ~~2009~~2010. The Company ~~will~~does ~~begin~~not toexpect ~~use~~ the ~~new~~provisions ~~Codification~~of ~~when~~ASU ~~referring~~2010-09 to ~~GAAP~~have ina ~~its~~material ~~annual~~effect ~~report~~ on ~~Form 10-K for~~ the ~~interim~~financial ~~period ending December 31~~position, ~~2009.~~results ~~This~~of ~~will~~operations ~~not~~or ~~have~~cash anflows ~~impact on the results~~ of the Company.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

~~Note~~NOTE 42 – ~~Concentrations~~GOING CONCERN

~~During~~The accompanying financial statements have been prepared assuming that the ~~nine~~Company ~~months~~will ~~ended~~continue ~~September~~as 30a going concern, ~~2009~~which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, ~~one~~the ~~customer~~Company ~~accounted~~is ~~for~~in ~~100%~~the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 2, 2001) through the period ended March 31, 2010 of ~~revenue~~($144,865). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

~~Note~~The 5ability –of ~~Notes~~the ~~Payable~~Company –to ~~Related~~continue ~~Party~~as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

InNOTE ~~October~~3 ~~2008,~~– ENOTES ~~Venture~~RECEIVABLE ~~Resources,~~– ~~Inc.~~RELATED (EVR, Inc.), loaned $15,000 to the Company. During the nine months ended September 30, 2009, EVR, Inc. loaned an additional $55,993 to the Company. In August 2009, EVR, Inc. forgave $15,000 of debt from 2008 which was recorded as donated capital and $55,993 was reclassified to donated capital for the current year contributions. As of September 30, 2009, the principal amount of the loans due to EVR, Inc. totaled $0. The loans bear no interest and are due upon demand. EVR, Inc. is an entity that is owned and controlled by a former officer of the Company.PARTY

~~Note~~Notes 6receivable –consists ~~Stockholders’~~of ~~Equity~~the following at:

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.

	March 31, 2010	December 31, 2008
Note receivable to an entity owned and controlled by officers and directors of the Company, unsecured, 0% interest, due upon demand but cannot be demanded before November 2010	$ 10,000	$ 10,000

Note receivable to an entity owned and controlled by officers and directors of the Company, unsecured, 0% interest, due upon demand but cannot be demanded before December 2020	1,000	-

Total long term and short term receivable from related party	$ 11,000	$ 10,000

OnInterest ~~March~~income 5,for ~~2001,~~ the ~~Company~~three ~~issued~~months ~~1,250,000~~ended ~~shares~~March ~~of its par value common stock to its founders~~31, ~~officers~~2010 and ~~directors~~December ~~for~~31, ~~services~~2009 ~~rendered~~was to$0 ~~the~~and ~~Company valued at~~ $10,~~250~~ respectively.

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.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

InNOTE ~~August~~4 ~~2009,~~– EFIXED ~~Venture Resources, Inc. forgave $15,000 of debt from 2008 which was recorded as donated capital. EVR, Inc. is an entity that is owned and controlled by a former officer of the Company.~~ASSETS

InFixed ~~August~~assets ~~2009,~~consist ~~E Venture Resources, Inc. donated capital~~ of ~~$55,993 to~~ the ~~Company. EVR,~~following ~~Inc. is an entity that is owned and controlled by a former officer of the Company.~~at:

As of September 30, 2009, there have been no other issuances of common stock.

	March 31, 2010	December 31, 2009
Vehicles	$ 25,264	$ -
Accumulated depreciation	(211)	-
	$ 25,053	$ -

~~Note~~Depreciation 7for –the ~~Warrants~~three months ended March 31, 2010 and ~~Options~~2009 was $211 and $0, respectively.

AsNOTE of5 ~~September~~– ~~30,~~NOTES ~~2009,~~PAYABLE ~~there~~AND ~~were~~NOTES noPAYABLE ~~warrants~~– orRELATED ~~options outstanding to acquire any additional shares of common stock.~~PARTY

~~Note~~Notes 8payable –consists ~~Forgiveness~~ of ~~Debt~~the following at:

During the nine months ended September 30, 2009, the Company settled their balance of $5,929 with a vendor. The vendor agreed to forgive $1,929 of the debt and the Company paid the remaining balance of $4,000 in cash.

	March 31, 2010	December 31, 2009
Note payable to an officer and director of the Company, unsecured, 0% interest, due upon demand but cannot be demanded before December 2020	$ 74,700	$ 49,000

	$ 74,700	$ 49,000

~~Note~~Interest 9expense –for ~~Related~~the ~~Party~~three ~~Transactions~~months ended March 31, 2010 and 2009 was $0 and $0, respectively.

~~The~~NOTE ~~Company~~6 ~~has~~– aSTOCKHOLDERS’ month-to-month lease at $250 per month to lease office space from an officer, director and shareholder of the Company. Effective, August 1, 2009, the Company terminated its lease. During the nine months ended September 30, 2009 and September 30, 2008, the Company had rent expense of $1,750 and $0, respectively. 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.EQUITY

~~The~~Common 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.Stock

~~Note~~The 10Company –was ~~Change~~authorized to issue 25,000,000 shares of ~~Control~~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 ~~Management~~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 July 24, 2009, the officers and directors of the Company, Ms. Pam Elliott, Ms. Sharilyn Gaillison, Ms. Sandra Lary, and Ms. Elaine Evans gave the Company notice of their resignations from their positions as officers and members of the Board of Directors, which resignations were accepted by the Company on August 6, 2009.

Prior to the resignations of Ms. Pam Elliott and Ms. Sandra Lary, the Board of Directors appointed Mr. Donghwan Kim to serve as the Company’s President, Secretary and Treasurer and to serve as the sole member of the Company’s Board of Directors.

E&M Group, Inc. (formerly Madison Management, Inc.)

Notes To Financial Statements

(A Development Stage Company)

Notes To Financial Statements

(Unaudited)

~~Note~~Common ~~11 – Subsequent Events~~Stock

~~The~~On December 11, 2009, the Company ~~has~~amended ~~evaluated~~its ~~subsequent~~articles ~~events~~of ~~through~~incorporation ~~November~~and ~~18,~~increased ~~2009,~~its ~~the~~authorized ~~date~~capital ~~which~~to ~~the~~100,000,000 ~~financial~~shares ~~statements~~of ~~were~~it ~~available~~$0.001 topar bevalue ~~issued~~common stock.

On March 2, 2010, the Company effected a 10-for-1 forward stock split of its $0.001 par value common stock.

All share and per share amounts have been retroactively restated to reflect the splits discussed above.

During the three months ended March 31, 2010, there have been no other issuances of common stock.

NOTE 7 – WARRANTS AND OPTIONS

As of March 31, 2010, there were no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 8 – SUBSEQUENT EVENTS

In April 2010, the Company received $10,500 as a loan from a director of the Company. The unsecured loan bears interest at 0% and are due upon demand, but cannot be demanded before December 2020.

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. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. 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 that 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:

o	increased competitive pressures from existing competitors and new entrants;

o	increases in interest rates or our cost of borrowing or a default under any material debt agreements;

o	our ability to efficiently and effectively finance our operations, and/or purchase orders;

o	deterioration in general or regional economic conditions;

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

o	inability to achieve future sales levels or other operating results;

o	the unavailability of funds for capital expenditures and/or general working capital;

o	operational inefficiencies in distribution or other systems;

o	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 management to make estimates about matters that are inherently uncertain;

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

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

o	inability to efficiently manage our operations;

o	the inability of management to effectively implement our strategies and business plans; and

o	the other risks and uncertainties detailed in this report.

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.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this quarterly report. References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Madison”, “E&M Group”, “the Company”, and similar terms refer to E&M Group, Inc. (formerly Madison Management, Inc.) unless otherwise expressly stated or the context otherwise requires.

OVERVIEW AND OUTLOOK

~~Madison~~We isare 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 is in~~ small ~~corporations~~businesses.

In the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010, we incurred a net loss of $5629,~~347~~171. Since our inception on March 2, 2001 through ~~September~~March 3031, ~~2009~~2010, we have generated $53,500 in revenues and have incurred a net loss of $~~103~~144,~~217~~865.

As a result of our lack of revenue generation, we plan to re-assess our business plan, and aggressively seek out other business opportunities. In an effort to substantiate stockholder value, we are seeking compatible business opportunities. We can provide no assurance that we will be able to locate compatible business opportunities. ~~During the~~We ~~second and third quarter, we~~ have been in preliminary discussions with a private company interested in a potential merger ~~with us~~. As of the date of this filing, there have been no definitive agreements reached with this company. If and when we enter into a definitive agreement with any company, we will file a current report on Form 8-K.

Recent Developments

Charles Kim – President, Treasurer and Secretary Mr. Charles Kim, a citizen of South Korea, is the Chief Executive Officer, President, Secretary and Treasurer of Madison Management, Inc. Mr. Kim has been the President of the Korean division of ENSAP International Co., LTD. since June 1, 2009. From October 1, 1980 through present, Mr. Kim has been the Chairman of Taerim Electronics. Mr. Kim also holds the position of President for both Hydroderm U.S.A., Inc., and Hydroderm Asia, from March 1, 2008 through present and August 8, 2003 through present, respectively. Mr. Kim also currently resides as Chairman and CFO of Charista Global Corp., a position he has held since December 1, 2008.

Results of Operations

The following table summarizes selected items from the statement of operations for the three and nine months ended September 30, 2009 and the comparable periods ended September 30, 2008.

INCOME:

	Three Months Ended September 30,		Increase/(Decrease)		Nine Months Ended September 30,		Increase/(Decrease)
	2009	2008	$	%	2009	2008	$	%
Revenue	$ -	$ -	$ -	-	$5,000	-	$ 5,000	100%
Revenue – Related Party	-	8,500	(8,500)	(100%)	-	8,500	(8,500)	(100%)
	$ -	$ 8,500	(8,500)	(100%)	$5,000	$8,500	$ (3,500)	(41%)

Revenue

Revenue for the three and nine months ended September 30, 2009 was $0 and $5,000 compared to revenues of $8,500 and $8,500 for the three and nine months ended September 30, 2008. The decrease in revenue is a result of not obtaining new clients in third quarter as a result of management focusing their efforts on re-assessing our business plan, and aggressively seeking out other business opportunities in an effort to substantiate stockholder value.

EXPENSES:

	Three Months Ended September 30,		Increase/(Decrease)		Nine Months Ended September 30,		Increase/(Decrease)
	2009	2008	$	%	2009	2008	$	%
Expenses:
General and Administrative	$2,957	$45	$2,912	6,471%	$12,234	$3,193	$9,041	283%
Consulting Fees	-	100	(100)	(100%)	-	100	(100)	(100%)
Legal and Professional Fees	3,605	3,949	(344)	(9%)	51,042	8,938	42,104	471%
Total Expenses	6,562	4,094	2,468	60%	63,276	12,231	51,045	417%
Net Income (Loss)	$(4,633)	$4,406	$(9,039)	(205%)	$(56,347)	$(3,731)	$52,616	1,410%

General and Administrative Expenses

General and administrative expenses for the three and nine months ended September 30, 2009 were $2,957 and $12,234, an increase of $2,912 or 6,471% from $45 for the three months ended September 30, 2009 and an increase of $9,041 or 283% from $3,193 for the nine months ended September 30, 2008. The increase in general and administrative expenses is attributable to the increased cost of accounting and audit fees.

Legal and Professional Fees

Legal and professional fees for the three and nine months ended September 30, 2009 were $3,605 and $51,042, a decrease of $344 or 9% for the three months ended September 30, 2009 and an increase of $42,104 or 471% for the nine months ended September 30, 2008. The increase in legal and professional fees is a result of the costs associated with the SEC filing requirements.

Net Income (Loss)

Our net loss for the three and nine months ended September 30, 2009 was $4,633 and $56,347, a decrease of $9,039 or 205% from $4,406 for the three months ended September 30, 2008 and a decrease of $52,616, or 1,410% from $3,731 for the nine months ended September 30, 2008. The increase in net loss is a result of increase in expenses related to the ongoing costs of a public company traded on the OTCBB.

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. However, and alternatively, we have been, in light of the current financial market instability, been seeking other ventures, which may provide us opportunities which are more likely to provide us financial reward.

Liquidity and Capital Resources

The following table summarizes total current assets, total current liabilities and working capital at ~~September~~March 3031, ~~2009~~2010 ~~and~~compared to December 31, ~~2008~~2009.

	September 30, 2009	December 31, 2008	Increase / (Decrease)
	March 31, 2010	December 31, 2009	Increase / (Decrease)
			$	%
Current Assets	$ -14,136	$638,~~559~~307	$(624,~~559~~171)	(~~100~~63%)
Current Liabilities	~~$724~~7,861	~~$21~~2,~~929~~508	~~$(21~~5,~~205)~~353	97213%
Working Capital (deficit)	$~~(724)~~6,275	$~~(15~~35,~~370)~~799	$(1429,~~646~~524)	(9582%)

~~Liquidity~~In isNovember a2009, ~~measure~~Donghwan ofKim, a ~~company’s~~Director ~~ability to meet potential cash requirements. We have historically met our capital requirements through the issuance~~ of ~~stock and by borrowings. In~~ the ~~future~~Company, weloaned ~~anticipate we will be able to provide~~ the ~~necessary~~Company ~~liquidity we need by the revenues generated from the sales of our products~~$49,000. ~~however,~~The ifloan webears dono ~~not~~interest ~~generate~~and ~~sufficient~~is ~~sales~~due ~~revenues~~upon wedemand ~~will~~but ~~continue~~cannot tobe ~~finance~~demanded ~~our~~before ~~operations~~December ~~through equity and/or debt financings with traditional financial or industry “partners~~2020.”

AsDuring ofthe ~~September~~three ~~30,~~months ~~2009,~~ended weMarch ~~continued to finance our cash flow requirements through loans and issuance of common stock. As we expand our activities~~31, ~~we may~~2010, ~~and~~Donghwan ~~most likely will~~Kim, ~~continue~~a toDirector ~~experience~~of ~~net~~the ~~negative cash flows from operations~~Company, ~~pending~~loaned ~~receipt~~the ofCompany ~~some form of advertising revenues~~$25,700. ~~Additionally~~The weloan ~~anticipate~~bears ~~obtaining~~no ~~additional financing~~interest toand ~~fund~~is ~~operations~~due ~~through~~upon ~~common~~demand ~~stock~~but ~~offerings,~~cannot tobe ~~the~~demanded ~~extent~~before ~~available,~~December ~~or to obtain additional financing to the extent necessary to augment our working capital~~2020.

~~Financing.~~ In ~~October~~April ~~2008~~2010, E.Donghwan ~~Venture Resources~~Kim, ~~Inc.~~a ~~(“EVR”),~~Director ~~an entity owned and controlled by an officer~~ of the Company, loaned ~~$15,000 to~~ the Company~~. During~~ ~~the nine months ended September 30, 2009, EVR, Inc. loaned an additional~~ $5510,~~993 to the Company~~500. In ~~August~~The ~~2009,~~loan ~~EVR,~~bears ~~Inc.~~no ~~forgave~~interest ~~$15,000 of debt from 2008 which was recorded as donated capital~~ and ~~$55,993~~is ~~was~~due ~~reclassified~~upon todemand ~~donated~~but ~~capital~~cannot ~~for~~be ~~the~~demanded ~~current~~before ~~year~~December ~~contributions~~2020. ~~As of September 30, 2009, the principal amount of the loans due to EVR, Inc. totaled $0.~~

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.

Satisfaction of our cash obligations for the next 12 months.

As of ~~September~~March 3031, ~~2009~~2010, our cash balance was $0968. 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.

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.

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~~the Company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company ~~has~~is ~~not~~in ~~commenced its~~the ~~planned~~development ~~principal~~stage ~~operations~~ and, itaccordingly, has ~~not~~ generated ~~significant~~minimal revenues from operations. As shown on the accompanying financial statements, the Company has incurred a net loss of $~~103~~144,~~217~~865 for the period from inception (March 2, 2001 ~~(inception~~) to ~~September~~March 3031, ~~2009~~2010. 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.

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.

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 ofor operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer ~~and Principal Financial Officer~~, ~~Donghwan~~Jooin Kim, has 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 his evaluation, Mr. Kim concluded that our disclosure controls and procedures are effective in timely alerting ~~them~~him 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.

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.

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 ~~sole~~officers ~~officer~~ and ~~director~~directors.

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

Potential issuance of additional common stock could dilute existing stockholders.

We are authorized to issue up to 25100,000,000 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.

Our auditor’s report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have suffered losses from operations during our operating history and our ability to continue as a going concern is dependent upon obtaining future profitable operations. Additionally, our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon its ability to obtain additional sources of capital or borrowings and, ultimately, the achievement of significant operating revenues. Although management believes that the proceeds from the sale of securities, together with funds from operations, will be sufficient to cover anticipated cash requirements, we will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.

We will need additional capital in the future to finance our operations, 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.

We believe that current cash on hand and the other sources of liquidity may not be sufficient enough to fund our operations through fiscal ~~2009~~2010. In that event, we would need to raise additional funds to continue our operations.

Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

We may acquire assets or other businesses in the future.

We may consider acquisitions of other assets or other ~~business~~businesses. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:

•· The acquired assets or business may not achieve expected results;

•· We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;

•· We may not be able to retain key personnel of an acquired business;

•· Our management’s attention may be diverted; or

•· Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.

If these problems arise we may not realize the expected benefits of an acquisition.

Risks Relating To Our Common Stock

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

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:

·• 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.

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

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market for our shares.

1918

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.

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

We have no recent sales of unregistered securities.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter covered by this report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

2019

Item 6. Exhibits.

			Incorporated by reference
Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
3(i)(a)	Articles of Incorporation of ~~Madison Management, Inc.~~ filed on March 2, 2001		S-1		3(i)(a)	12/19/08
3(ii)(a)	Bylaws of Madison Management, Inc.		S-1		3(ii)(a)	12/19/08
3(i)(b)	Amended and Restated Articles of Incorporation, filed on December 11, 2009		10-K	12/31/09	3(i)(b)	3/31/10
31	Certification of Donghwan Kim pursuant to Section 302 of the Sarbanes-Oxley Act	X
3(i)(c)	Amended and Restated Articles of Incorporation, filed on January 14, 2010		10-K	12/31/09	3(i)(c)	3/31/10
32	Certification of Donghwan Kim pursuant to Section 906 of the Sarbanes-Oxley Act	X
3(ii)(a)	Bylaws		S-1		3(ii)(a)	12/19/08
31.1	Certification of Jooin Kim pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of Jooin Kim pursuant to Section 906 of the Sarbanes-Oxley Act	X

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~MADISON~~E ~~MANAGEMENT~~& M GROUP, INC.

~~(Registrant)~~By:/S/ Jooin Kim

~~By:/S/~~ Jooin ~~Donghwan~~ Kim , President

Donghwan Kim, President

(On behalf of the registrant and as

principal executive officer)

Date: ~~November~~May 19, ~~2009~~2010

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Filing Compare · E & M Group, Inc.