United
states
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934
For
the quarterly period ended September 30, 2015
[ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934
For
the transition period from ___________________ to ___________________
Commission
file number 000-51302
madison technologies inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
00-0000000 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
|
4448
Patterdale Drive, North Vancouver, BC |
|
V7R
4L8 |
(Address
of principal executive offices) |
|
(Zip
Code) |
801-326-0110 |
(Registrant’s
telephone number, including area code) |
n/a |
(Former
name, former address and former fiscal year, if changed since last report) |
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X]
Yes [ ] No
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 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, an 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.
Larger
accelerated filer |
[ ] |
Accelerated
filer |
[ ] |
Non-accelerated
filer
|
[ ] |
Smaller
reporting company |
[X] |
(Do not check if a smaller reporting company) |
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X]
Yes [ ] No
Applicable
only to corporate issuers
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
Class | |
Outstanding at November 13, 2015 | |
Common Stock - $0.001 par value | |
| 113,020,000 | |
Form 10-Q – Q3 | Madison Technologies Inc. | Page 2 |
part
I – financial information
Item
1. Financial Statements.
interim
Consolidated Financial Statements
SEPTEMBER
30, 2015
(unaudited)
MADISON
TECHNOLOGIES INC.
Contents
Form 10-Q – Q3 | Madison Technologies Inc. | Page 3 |
MADISON
TECHNOLOGIES INC.
interim
Consolidated Financial Statements
SEPTEMBER
30, 2015
Form 10-Q – Q3 | Madison Technologies Inc. | Page 4 |
MADISON
TECHNOLOGIES INC.
INTERIM
Consolidated Balance Sheets
(unaudited)
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 564 | | |
$ | 3,230 | |
| |
| | | |
| | |
Total Assets | |
$ | 564 | | |
$ | 3,230 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 25,554 | | |
$ | 30,456 | |
Notes Payable and accrued interest - Note 4 | |
| 107,139 | | |
| 107,300 | |
Convertible notes payable - Note 8 | |
| 116,083 | | |
| 97,333 | |
Related party advance - Note 6 | |
| 261 | | |
| 261 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 249,037 | | |
| 235,350 | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Common Stock - Note 7 Par Value:$0.0001 Authorized 500,000,000 shares Issued
and outstanding: 11,302,000 shares |
|
|
1,302 |
|
|
|
11,302 |
|
Additional Paid in Capital | |
| 224,600 | | |
| 199,600 | |
Accumulated other comprehensive loss | |
| 2,036 | | |
| (2,746 | ) |
Accumulated deficit | |
| (486,411 | ) | |
| (440,276 | ) |
| |
| | | |
| | |
Total stockholders’ deficiency | |
| (248,473 | ) | |
| (232,120 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ deficiency | |
$ | 564 | | |
$ | 3,230 | |
See Accompanying
Notes to Interim Consolidated Financial Statements.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 5 |
MADISON
TECHNOLOGIES INC.
INTERIM
Consolidated Statements of Operations
(UNAUDITED)
| |
For the three | | |
For the three | | |
For the nine | | |
For the nine | |
| |
Months ended | | |
months ended | | |
months ended | | |
months ended | |
| |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 1,137 | | |
| 15,229 | | |
| 22,765 | | |
| 39,077 | |
| |
| 1,130 | | |
| 15,229 | | |
| 22,764 | | |
| 39,077 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before other expense | |
| (1,137 | ) | |
| (15,229 | ) | |
| (22,765 | ) | |
| (39,077 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expense - interest | |
| (7,536 | ) | |
| (7,343 | ) | |
| (23,370 | ) | |
| (19,064 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (8,673 | ) | |
| (22,572 | ) | |
| (46,135 | ) | |
| (58,141 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Comprehensive income | |
| | | |
| | | |
| | | |
| | |
Translation gain (loss) | |
| 2,682 | | |
| 1,672 | | |
| 4,782 | | |
| 1,571 | |
| |
| | | |
| | | |
| | | |
| | |
Total comprehensive loss | |
$ | (5,991 | ) | |
$ | (20,900 | ) | |
$ | (41,353 | ) | |
$ | (56,570 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share - Basic and diluted | |
$ | (0.001 | ) | |
$ | (0.002 | ) | |
$ | (0.004 | ) | |
$ | (0.003 | ) |
| |
| | | |
| | | |
| | | |
| | |
Average number of shares of common stock outstanding |
|
|
11,302,000 |
|
|
|
11,302,000 |
|
|
|
11,302,000 |
|
|
|
11,302,000 |
|
See
Accompanying Notes to Interim Consolidated Financial Statements.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 6 |
MADISON
TECHNOLOGIES INC.
INTERIM
Consolidated StatementS of stockholders’ DEFICIency
(UNAUDITED)
| |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
| | |
| | |
Additional | | |
Other | | |
| | |
| |
| |
Common | | |
| | |
Paid-in | | |
Comprehensive | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Income | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance December 31, 2013 | |
| 11,302,000 | | |
$ | 11,302 | | |
$ | 174,600 | | |
$ | (5,814 | ) | |
$ | (358,560 | ) | |
$ | (178,472 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency adjustments | |
| | | |
| - | | |
| - | | |
| 3,068 | | |
| - | | |
| 3,068 | |
Convertible debt - Note 8 | |
| | | |
| - | | |
| 25,000 | | |
| - | | |
| - | | |
| 25,000 | |
Net Loss, December 31, 2014 | |
| | | |
| - | | |
| - | | |
| - | | |
| (81,716 | ) | |
| (74,262 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance December 31, 2014 | |
| 11,302,000 | | |
$ | 11,302 | | |
$ | 199,600 | | |
$ | (2,746 | ) | |
$ | (440,276 | ) | |
$ | (232,120 | ) |
Foreign currency adjustments | |
| | | |
| - | | |
| - | | |
| 4,782 | | |
| - | | |
| 4,786 | |
Convertible debt - Note 8 | |
| | | |
| - | | |
| 25,000 | | |
| - | | |
| - | | |
| 25,000 | |
Net Loss, September 30, 2015 | |
| | | |
| - | | |
| - | | |
| - | | |
| (46,135 | ) | |
| (46,135 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance September 30, 2015 | |
| 11,302,000 | | |
$ | 11,302 | | |
$ | 224,600 | | |
$ | 2,036 | | |
$ | (486,411 | ) | |
$ | (248,473 | ) |
See Accompanying
Notes to Interim Consolidated Financial Statements.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 7 |
MADISON
TECHNOLOGIES INC.
INTERIM
Consolidated StatementS of cash flows
(UNAUDITED)
| |
For the nine | | |
For the nine | |
| |
months ended | | |
months ended | |
| |
September 30,
2015 | | |
September 30,
2014 | |
| |
| | |
| |
Cash Flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (46,135 | ) | |
$ | (58,141 | ) |
Amortization of convertible debt discount recorded as interest |
|
|
18,750 |
|
|
|
15,583 |
|
Accrued interest on notes payable | |
| 4,621 | | |
| 3,480 | |
Adjustments to reconcile net loss to cash used in operating activities |
|
|
|
|
|
|
|
|
Changes assets and liabilities | |
| | | |
| | |
Accounts payable and accruals | |
| (4,902 | ) | |
| (14,445 | ) |
| |
| | | |
| | |
Net cash used in operating activities | |
| (27,666 | ) | |
| 53,523 | ) |
| |
| | | |
| | |
Cash Flows from financing activities: | |
| | | |
| | |
Notes payable | |
| - | | |
| 25,000 | |
Proceeds of convertible notes payable | |
| 25,000 | | |
| 25,000 | |
| |
| | | |
| | |
Net Cash provided by financing activities | |
| 25,000 | | |
| 50,000 | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (2,666 | ) | |
| (3,533 | ) |
| |
| | | |
| | |
Cash, beginning of period | |
| 3,230 | | |
| 9,941 | |
| |
| | | |
| | |
Cash, end of period | |
$ | 564 | | |
$ | 6,408 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE | |
| | | |
| | |
| |
| | | |
| | |
Interest | |
$ | 20,370 | | |
$ | 19,064 | |
Taxes paid | |
$ | - | | |
$ | - | |
See
Accompanying Notes to Interim Consolidated Financial Statements.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 8 |
MADISON
TECHNOLOGIES INC.
NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2015
Note
1 |
Interim
Reporting |
|
|
|
While
the information presented in the accompanying interim nine months consolidated financial statements is unaudited, it includes
all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations
and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United
States of America. These interim financial statements follow the same accounting policies and methods of their application
as the Company’s December 31, 2014 annual consolidated financial statements. All adjustments are of a normal recurring
nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31,
2014 annual financial statements. Operating results for the nine months ended September 30, 2015 are not necessarily indicative
of the results that can be expected for the year ended December 31, 2015. |
|
|
Note
2 |
Nature
and Continuance of Operations |
|
|
|
The
Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded
on the OTC Bulletin Board. |
|
|
|
Up
until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement
whereby it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system
for commercial purposes. On December 14, 2014, this asset purchase agreement was terminated. |
|
|
|
On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000.
On March 11, 2015, the Company effectively changed its name from Madison Explorations, Inc. to Madison Technologies Inc. and
effected the stock consolidation. These financial statements give retroactive effect to both these changes. |
|
|
|
These
consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable
to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its
next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements
do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities
should the Company be unable to continue as a going concern. At September 30, 2015, the Company had not yet achieved profitable
operations, has accumulated losses of $486,411 since its inception and expects to incur further losses in the development
of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The
Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. Management has no formal plan in place to address this concern but considers that the Company will be
able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional
funding being available. |
Form 10-Q – Q3 | Madison Technologies Inc. | Page 9 |
Note
3 |
Summary
of Significant Accounting Policies |
|
|
|
There
have been no changes in accounting policies from those disclosed in the notes to the audited consolidated financial statements
for the year ended December 31, 2014. |
|
|
Note 4 |
Recent
Accounting Pronouncements |
|
|
|
In
June 2014, the Financial Accounting Standards Board (“FASB “) issued Accounting Standards Update (“ASU”)
No. 2014-10 “Development Stage Entities. (Topic 915), Elimination of Certain Financial Reporting Requirements. The amendments
in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification,
thereby removing the financial reporting distinction between development stage entities and other reporting entities from
accounting principles generally accepted in the United States of America (“U.S. GAAP”). In addition, the amendments
eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements
of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity;
(iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the
first year in which the entity is no longer a development stage entity that in prior years it had been in the development
stage. The presentation and disclosure requirements in ASC Topic 915, “Development Stage Entities” are no longer
required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will
take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has adopted
the provisions of ASU 2014-10 for these financial statements. |
|
|
|
The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are
issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective
but recently issued would, if adopted, have a material effect on the accompanying financial statements. |
|
|
Note 5 |
Notes
Payable |
|
|
|
The
Company has two notes payable to Paleface Holdings Inc. Each note is unsecured and payable on demand. |
|
a) |
$25,000
note with annual interest payable at 8%. |
|
|
|
|
|
As
at September 30, 2015, accrued interest on the note was $21,297 (September 30, 2014 - $19,297). The note payable balance including
accrued interest was $46,297 as at September 30, 2015 (September 30, 2014 - $45,297). Interest on the debt for each of the
nine months ended September 30 was $1,500. |
|
|
|
|
b) |
$22,368
($30,000 CDN) with annual interest payable at 5% |
|
|
|
|
|
As
at September 30, 2015, accrued interest on the note was $9,506 (September 30, 2014 - $10,792). The note payable balance including
accrued interest was $31,892 as at September 30, 2015 (September 30, 2014 - $36,968). Interest on debt for the nine months
ended September 30 was $839 in 2015 and $1,026 in 2014. |
|
The
company has an unsecured note payable on demand to Gens Incognito Inc. for $25.000. As at September 30, 2015, accrued interest
on the note was $3,950 (September 30, 2014 - $953). The note payable balance including accrued interest was $28,950 as at September
30, 2015 (September 30, 2014 - $25,953) |
Form 10-Q – Q3 | Madison Technologies Inc. | Page 10 |
Note
6 |
Related
Party Advance |
|
|
|
In
2008 the President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at September
30, 2015 is $261. There were no related party transactions during the nine months ended September 30, 2015. |
|
|
Note 7 |
Common
Stock |
|
|
|
On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000.
This was effected on March 11, 2015. This consolidation has been applied retroactively and all references to the number of
shares issued reflect this consolidation. |
|
|
|
On
June 15, 1998 the Company authorized and issued 5,375,000 shares of its common stock in consideration of $430 in cash. ($.00008
per share.) |
|
|
|
On
June 7, 2004 the Company issued 5,907,000 in consideration of $472 in cash. ($.00008 per share.) |
|
|
|
On
June 14, 2001 the Company approved a forward stock split of 5,000:1. These financial statements have been retroactively adjusted
to effect this split. |
|
|
|
On
March 30, 2006 the Company entered into a private placement agreement whereby the Company issued 20,000 Regulation-S shares
in exchange for $50,000. ($2.50 per share). |
|
|
|
There
are no shares subject to warrants, options or other agreements as September 30, 2015. |
|
|
Note
8 |
Convertible
Note Payable |
|
|
|
In
total there are eight convertible notes payable. All notes are non-interest bearing, unsecured and payable on demand. The
notes are convertible into common stock at the discretion of the holder on three different bases. The effect that conversion
would have on earnings per share has not been disclosed due to the anti-dilutive effect. |
|
|
|
There
are four convertible notes payable convertible on the basis of $0.10 of debt to 1 common share |
Form 10-Q – Q3 | Madison Technologies Inc. | Page 11 |
The
balance of the first convertible note payable convertible on the basis of $0.10 of debt to 1 common share is as follows:
|
|
Sept 30, 2015 |
|
|
Dec 31, 2014 |
|
Balance |
|
|
|
|
|
|
|
|
Proceeds from promissory note |
|
$ |
40,000 |
|
|
$ |
40,000 |
|
Value allocated to additional paid-in capital |
|
|
40,000 |
|
|
|
40,000 |
|
Balance allocated to convertible note payable |
|
|
- |
|
|
|
- |
|
Amortized discount |
|
|
40,000 |
|
|
|
40,000 |
|
Balance, convertible note payable |
|
$ |
40,000 |
|
|
$ |
40,000 |
|
The
total discount of $40,000 was amortized over 5 years starting April, 2008
The
balance of the second convertible note convertible on the basis of $0.10 of debt to 1 common share is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 20,000 | | |
$ | 20,000 | |
Value allocated to additional paid-in capital | |
| 20,000 | | |
| 20,000 | |
Balance allocated to convertible note payable | |
| - | | |
| - | |
Amortized discount | |
| 20,000 | | |
| 18,000 | |
Balance, convertible note payable | |
$ | 20,000 | | |
$ | 18,000 | |
The
total discount of $20,000 was amortized over 5 years starting June 2010. Accordingly, the annual interest rate is 20% and for
the nine months ended September 30, 2015, $2,000 was recorded as interest expense.
For
the nine months ended September 30, 2014, $3,000 was recorded as interest expense.
The
balance of the third convertible note payable convertible on the basis of $0.10 of debt to 1 common share is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 10,000 | | |
$ | 10,000 | |
Value allocated to additional paid-in capital | |
| 10,000 | | |
| 10,000 | |
Balance allocated to convertible note payable | |
| - | | |
| - | |
Amortized discount | |
| 9,000 | | |
| 5,500 | |
Balance, convertible note payable | |
$ | 9,000 | | |
$ | 5,500 | |
Form 10-Q – Q3 | Madison Technologies Inc. | Page 12 |
The
total discount of $10,000 is being amortized over 5 years starting April, 2011. Accordingly, the annual interest rate is 20% and
for the nine months ended September 30, 2015 and 2014, $1,500 was recorded as interest expense. As at September 30, 2015, the
unamortized discount is $1,000.
The
balance of the fourth convertible note payable convertible on the basis of $0.10 of debt to 1 common share at is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 25,000 | | |
$ | 25,000 | |
Value allocated to additional paid-in capital | |
| 25,000 | | |
| 25,000 | |
Balance allocated to convertible note payable | |
| | | |
| | |
Amortized discount
| |
| 12,500 | | |
| 8,750 | |
Balance, convertible note payable | |
$ | 12,500 | | |
$ | 8,750 | |
The
total discount of $25,000 is being amortized over 5 years starting April, 2013. Accordingly, the annual interest rate is 20% and
for the nine months ended September 30, 2015 and 2014, $3,750 was recorded as interest expense. As at September 30, 2015 the unamortized
discount is $12,500
There
are two convertible notes payable convertible on the basis of $0.05 of debt to 1 common share
The
balance of the first convertible note payable convertible on the basis of $0.05 of debt to 1 common share is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 10,000 | | |
$ | 10,000 | |
Value allocated to additional paid-in capital | |
| 10,000 | | |
| 10,000 | |
Balance allocated to convertible note payable | |
| - | | |
| - | |
Amortized discount | |
| 8,750 | | |
| 5,250 | |
Balance, convertible note payable | |
$ | 8,750 | | |
$ | 5,250 | |
The
total discount of $10,000 is being amortized over 5 years starting May, 2011. Accordingly, the annual interest rate is 20% and
for the nine months ended September 30, 2015 and 2014, $1,500 was recorded as interest expense. As at September 30, 2015, the
unamortized discount is $1,250.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 13 |
The
balance of the second convertible note payable convertible on the basis of $0.05 of debt to 1 common share is as follows:
| |
Sept 30 2015 | | |
Dec 31 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 25,000 | | |
$ | 25,000 | |
Value allocated to additional paid-in capital | |
| 25,000 | | |
| 25,000 | |
Balance allocated to convertible note payable | |
| - | | |
| - | |
Amortized discount | |
| 16,250 | | |
| 12,500 | |
Balance, convertible note payable | |
$ | 16,250 | | |
$ | 12,500 | |
The
total discount of $25,000 is being amortized over 5 years starting July, 2012. Accordingly, the annual interest rate is 20% and
for the nine months ended September 30, 2015 and 2014, $3,750 was recorded as interest expense. As at September 30, 2015 the unamortized
discount is $8,750.
There
is one convertible notes payable convertible on the basis of $0.045 of debt to 1 common share The balance of this convertible
note payable is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 25,000 | | |
$ | 25,000 | |
Value allocated to additional paid-in capital | |
| 25,000 | | |
| 25,000 | |
Balance allocated to convertible note payable | |
| - | | |
| | |
Amortized discount | |
| 7,083 | | |
| 3,333 | |
Balance, convertible note payable | |
$ | 7,083 | | |
$ | 3,333 | |
The
total discount of $25,000 is being amortized over 5 years starting May, 2014. Accordingly, the annual interest rate is 20% and
for the nine months ended September 30, 2015 $3,750 was recorded as interest expense. For the nine months ended September 30,
2014 $2,088 was recorded as interest expense. As at September 30, 2015 the unamortized discount was $17,917.
There
is one convertible notes payable convertible on the basis of $0.15 of debt to 1 common share The balance of this convertible note
payable is as follows:
| |
Sept 30, 2015 | | |
Dec 31, 2014 | |
Balance | |
| | | |
| | |
Proceeds from promissory note | |
$ | 25,000 | | |
$ | - | |
Value allocated to additional paid-in capital | |
| 25,000 | | |
| - | |
Balance allocated to convertible note payable | |
| | | |
| | |
Amortized discount | |
| 2,500 | | |
| - | |
Balance, convertible note payable | |
$ | 2,500 | | |
$ | - | |
The
total discount of $25,000 is being amortized over 5 years starting April, 2015. Accordingly, the annual interest rate is 20% and
for the six months ended September 30, 2015 $2,500 was recorded as interest expense. As at September 30, 2015 the unamortized
discount was $22,500.
.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 14 |
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
The
following discussion of Madison Technologies Inc’s financial condition, changes in financial condition and results of operations
for the nine months ended September 30, 2015 should be read in conjunction with Madison’s unaudited consolidated financial
statements and related notes for the three months ended September 30, 2015.
Forward
Looking Statements
This
quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks
and uncertainties, including statements regarding Madison’s capital needs, business plans and expectations. Such forward-looking
statements involve risks and uncertainties regarding Madison’s ability to carry out its planned exploration programs on
its mineral properties. Forward-looking statements are made, without limitation, in relation to Madison’s operating plans,
Madison’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which
Madison competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”,
“should”, “expect”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict”, “potential” or “continue”, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider
various factors, including the risks outlined below, and, from time to time, in other reports Madison files with the SEC. These
factors may cause Madison’s actual results to differ materially from any forward-looking statement. Madison disclaims any
obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these
statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
GENERAL
Madison
Technologies Inc. (“Madison”) is a Nevada corporation that was incorporated on June 15, 1998. Madison was initially
incorporated under the name “Madison-Taylor General Contractors, Inc.” Effective May 24, 2004, Madison changed its
name to “Madison Explorations, Inc.” by a majority vote of the shareholders. Effective March 9, 2015, Madison changed
its name to “Madison Technologies Inc.,” by a majority vote of the shareholders. See Exhibit 3.3 – Certificate
of Amendment for more details.
We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934
Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature.We are considered to be a “shell company”, which is a company with either
no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. An investment in the shares of a
shell company should be considered highly illiquid given the resale restrictions that apply to them. This discussion of our proposed
business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential
business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our
lack of financial resources.
RESULTS
OF OPERATIONS
Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be
unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We
expect to raise additional capital through, among other things, the sale of equity or debt securities.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 15 |
Nine
months ended September 30, 2015 and September 30, 2014
Our
net loss for the nine-month period ended September 30, 2015 was $48,135 (2014: $58,141), which consisted of general and administration
expenses. We did not generate any revenue during either nine-month period in fiscal 2015 or 2014. The increase in expenses in
the current fiscal year relate to accounting, audit, and legal fees that we have incurred in connection with the filing obligations
with both the SEC and with SEDAR in Canada.
The
weighted average number of shares outstanding was 11,302,000 for the nine-month period ended September 30, 2015 and 11,302,000
for the nine-month period ended September 30, 2014.
Liquidity
and Capital Resources
Cash
and Working Capital
As
at September 30, 2015, Madison had cash of $564 and a working capital deficit of $248,473, compared to cash of $3,230 and working
capital deficit of $232,120 as at December 31, 2014.
There
are no assurances that Madison will be able to achieve further sales of its common stock or any other form of additional financing.
If Madison is unable to achieve the financing necessary to continue its plan of operations, then Madison will not be able to continue
its exploration programs and its business will fail.
The
officers and directors have agreed to pay all costs and expenses of having Madison comply with the federal securities laws (and
being a public company, should Madison be unable to do so). Madison’s officers and directors have also agreed to pay the
other expenses of Madison, excluding mineral property acquisition cost, those direct costs and expenses of data gathering and
mineral exploration, should Madison be unable to do so. To implement its business plan, Madison will need to secure financing
for its business development. Madison currently has no source for funding at this time.
If
Madison is unable to raise additional funds to satisfy its reporting obligations, investors will no longer have access to current
financial and other information about its business affairs.
Net
Cash Used in Operating Activities
Madison
used cash of $27,666 in operating activities during the first nine months of fiscal 2015 compared to cash used of $53,533 in operating
activities during the same period in the previous fiscal year. The decrease in the operating activities was principally a result
of an decrease in operating expenses and a reduction in accounts payable and accruals.
Net
Cash Provided (Used in) Investing Activities
Net
cash used in investing activities was $nil for the first nine months of fiscal 2015 as compared with cash flow from investing
activities of $nil for the same period in the previous fiscal year.
Net
Cash Provided by Financing Activities
Net
cash flows provided by financing activities were $25,000 for the first nine months of fiscal 2015, as a result of $50,000 from
proceeds of a convertible note payable. Madison generated $50,000 from financing activities during the first nine months of fiscal
2014 from the proceeds of a note payable and a convertible note.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 16 |
Plan
of Operation
Our
plan of operations is to raise debt and, or, equity to meet our ongoing operating expenses and attempt to merge with another entity
with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.
There can be no assurance that we will successfully complete these transactions. In particular there is no assurance that any
such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger
or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current
stockholders. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns that have significantly greater financial and personnel resources
and technical expertise than we have. In view of our limited financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage compared to our competitors.
We
intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us
by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934
Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate
in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant
to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate
that we may be able to participate in only one potential business venture because of our lack of financial resources.
We
may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace
in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or
for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries; though no such opportunities have been identified at the time of this filing.
We
expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the
benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available
business opportunities may occur in many different industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will
continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934
Act without incurring the cost and time required to conduct an initial public offering.
The
analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to
concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present
associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we
will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial
requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition;
(v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii)
specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the Company; (viii)
potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades;
(xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity,
we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors.
We
will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 17 |
Management
anticipates incurring the following expenses during the next 12 month period:
|
● |
Management
anticipates spending approximately $2,500 in ongoing general and administrative expenses per month for the next 12 months,
for a total anticipated expenditure of $30,000 over the next 12 months. The general and administrative expenses for the year
will consist primarily of professional fees for the audit and legal work relating to Madison’s regulatory filings throughout
the year, as well as transfer agent fees, annual mineral claim fees and general office expenses. |
|
|
|
|
● |
Management
anticipates spending approximately $15,000 in complying with Madison’s obligations as a reporting company under the
Securities Exchange Act of 1934 and as a reporting issuer in Canada. These expenses will consist primarily of professional
fees relating to the preparation of Madison’s financial statements and completing and filing its annual report, quarterly
report, and current report filings with the SEC and with SEDAR in Canada. |
As
at September 30, 2015, Madison had cash of $564 and a working capital deficit of $248,473 Accordingly, Madison will require additional
financing in the amount of $292,909 in order to fund its obligations as a reporting company under the Securities Act of 1934
and its general and administrative expenses for the next 12 months.
During
the 12 month period following the date of this report, management anticipates that Madison will not generate any revenue. Accordingly,
Madison will be required to obtain additional financing in order to continue its plan of operations. Management believes that
debt financing will not be an alternative for funding Madison’s plan of operations as it does not have tangible assets to
secure any debt financing. Rather management anticipates that additional funding will be in the form of equity financing from
the sale of Madison’s common stock. However, Madison does not have any financing arranged and cannot provide investors with
any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations.
In the absence of such financing, Madison will not be able to acquire any interest in a new property and its business plan will
fail. Even if Madison is successful in obtaining equity financing and acquire an interest in a new property, additional exploration
on the mineral property will be required before a determination as to whether commercially exploitable mineralization is present.
If Madison does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.
Risk
Factors
An
investment in Madison’s common stock involves a number of very significant risks. Prospective investors should refer to
all the risk factors disclosed in Madison’s Form 10-K filed on April 15, 2009.
Going
Concern
Madison
has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive business activities.
For these reasons Madison’s auditors stated in their report that they have substantial doubt Madison will be able to continue
as a going concern.
Future
Financings
Management
anticipates continuing to rely on equity sales of Madison’s common stock in order to continue to fund its business operations.
Issuances of additional common stock will result in dilution to Madison’s existing stockholders. There is no assurance that
Madison will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.
Off-balance
Sheet Arrangements
Madison
has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to stockholders.
Material
Commitments for Capital Expenditures
Madison
had no contingencies or long-term commitments at September 30, 2015.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 18 |
Tabular
Disclosure of Contractual Obligations
Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.
Critical
Accounting Policies
Madison’s
financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United
States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application
of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved
with the following aspects of Madison’s financial statements is critical to an understanding of Madison’s financial
statements.
Use
of Estimates
The
preparation of financial statements in accordance with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses in the reporting period. Madison regularly evaluates estimates and assumptions
related to the recovery of long-lived assets, donated expenses and deferred income tax asset valuation allowances. Madison bases
its estimates and assumptions on current facts, historical experience and various other factors that management believes to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced
by Madison may differ materially and adversely from Madison’s estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be affected.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Management
maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange
Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in
Madison’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including
Madison’s President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In
connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation
of the President and the Chief Financial Officer, of the effectiveness of Madison’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2015.
Based
on the evaluation and the identification of the material weaknesses in Madison’s internal control over financial reporting,
as described in its Form 10-K for the year ended December 31, 2009, the President and the Chief Accounting Officer concluded that,
as of September 30, 2015, Madison’s disclosure controls and procedures were effective.
Form 10-Q – Q3 | Madison Technologies Inc. | Page 19 |
Changes
in Internal Controls over Financial Reporting
There
were no changes in Madison’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)
during the quarter ended September 30, 2015, that materially affected, or are reasonably likely to materially affect, Madison’s
internal control over financial reporting.
Limitations
on the Effectiveness of Controls and Procedures
Management,
including our President and Chief Financial Officer, does not expect that Madison’s controls and procedures will prevent
all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.
Part
II – Other Information
Item
1. Legal Proceedings.
Madison
is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property
or assets are the subject of any pending legal proceedings.
Item
1A. Risk Factors.
Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the quarter of the fiscal year covered by this report, (i) Madison did not modify the instruments defining the rights of its shareholders,
(ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Madison did not sell
any unregistered equity securities.
Item
3. Defaults Upon Senior Securities.
During
the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Madison.
Also, during this quarter, no material arrearage in the payment of dividends has occurred.
Item
4. Mining Safety Disclosures.
There
are no current mining activities at the date of this report.
Item
5. Other Information.
During
the quarter of the fiscal year covered by this report, Madison reported all information that was required to be disclosed in a
report on Form 8-K.
Madison
has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit
14 – Code of Ethics for more information. Madison undertakes to provide any person with a copy of its financial code of
ethics free of charge. Please contact Madison at 801-326-0110 to request a copy of Madison’s code of ethics. Management
believes Madison’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal
reporting of code violations; and provide accountability for adherence to the code.
On
January 20, 2009 the BC securities commission issued a new release announcing a CTO (Failure to File) against Madison Technologies
Inc. stating;
Form 10-Q – Q3 | Madison Technologies Inc. | Page 20 |
1.
The Reporting Issuer is an OTC reporting issuer under BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets.
2. The Reporting Issuer has not filed:
| | 1. interim financial statements for the financial period ended September 30, 2008,
as required under Part 4 of National Instrument 51-102 (NI 51-102), and |
| | |
| | 2. a Form 51-102F1 Management’s
Discussion and Analysis for the period ended September 30, 2008, as required under Part 5 of NI 51-102, |
On
May 21, 2014 Madison’s board of directors made an application under National Instrument 12-202 (NI 12-202) to the BC Securities
Commission for a full revocation of the CTO.
As
of September 27, 2014 Madison Technologies Inc. has filed all the required disclosure documents as required under NI 51-102 and
intends to continue to meet its’ Continuous Disclosure Obligation requirements under NI 51-102.
On
October 28, 2014 the BC Securities Commission revoked the CTO.
Item
6. Exhibits
(a)
Index to and Description of Exhibits
All
Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to
Madison’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov
under SEC File Number 000-51302.
Exhibit |
|
Description |
|
Status |
|
|
|
|
|
3.1 |
|
Articles
of Incorporation, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated
herein by reference. |
|
Filed |
|
|
|
|
|
3.2 |
|
By-Laws,
filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein
by reference. |
|
Filed |
|
|
|
|
|
10.1 |
|
Mineral
Property Agreement Contract dated June 16, 2004, filed as an exhibit to Madison’s registration statement on Form 10-SB
filed on May 4, 2005, and incorporated herein by reference. |
|
Filed |
|
|
|
|
|
10.2 |
|
Amendment
to Property Agreement dated September 1, 2005, filed as an exhibit to Madison’s registration statement on Form 10-SB/A
filed on November 4, 2005, and incorporated herein by reference. |
|
Filed |
|
|
|
|
|
10.3 |
|
Option
Agreement dated September 14, 2005 with Echo Resources, Inc., filed as an exhibit to Madison’s registration statement
on Form 10-SB/A filed on November 4, 2005, and incorporated herein by reference. |
|
Filed |
|
|
|
|
|
31 |
|
Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
Included |
|
|
|
|
|
32 |
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
Included |
|
|
|
|
|
101
* |
|
Financial
statements from the quarterly report on Form 10-Q of Madison Technologies, Inc. for the quarter ended September 30, 2015,
formatted in XBRL: (ii) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations; (iii) the Consolidated
Statements of Stockholders’ Equity (Deficiency), and (iv) the Consolidated Statements of Cash Flows |
|
To
be filed at a later date |
*
In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information
is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject
to liability under these sections
Form 10-Q – Q3 | Madison Technologies Inc. | Page 21 |
Signatures
In
accordance with the requirements of the Securities Exchange Act of 1934, Madison Technologies, Inc. has caused this report to
be signed on its behalf by the undersigned duly authorized person.
|
Madison
Technologies, Inc. |
|
|
|
Dated:
November 16, 2015 |
By: |
/s/
Joseph Gallo
|
|
Name: |
Joseph
Gallo |
|
Title: |
President
(Principal
Executive Officer) |
madison
Technologies, Inc.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I,
Joseph Gallo, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ending September 30, 2015 of Madison Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
November 16, 2015
/s/
Joseph Gallo |
|
Joseph
Gallo |
|
President
|
|
madison
Technologies, Inc.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I,
Joseph Gallo, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ending September 30, 2015 of Madison Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
November 16, 2015
/s/
Joseph Gallo |
|
Joseph
Gallo |
|
Chief
Financial Officer |
|
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Madison Technologies, Inc. (the “Company”) on Form 10-Q for the period ending
September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph
Gallo, President, President of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/
Joseph Gallo |
|
Joseph
Gallo |
|
President
|
|
November
16, 2015 |
|
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Madison Technologies, Inc. (the “Company”) on Form 10-Q for the period ending
September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph
Gallo, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/
Joseph Gallo |
|
Joseph
Gallo |
|
Chief
Financial Officer |
|
November
16, 2015 |
|
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