Madison Technologies Inc. - Quarter Report: 2011 June (Form 10-Q)

 

 

[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[    ]

TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

MADISON EXPLORATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	00-0000000 (I.R.S. Employer Identification No.)
1100 E. 29th Street, Suite 153, North Vancouver, British Columbia, Canada (Address of principal executive offices)	V7K 1C2 (Zip Code)
778-928-7677 (Registrant’s telephone number, including area code)
n/a (Former name, former address and former fiscal year, if changed since last report)

Larger accelerated filer                                        [     ]	Accelerated filer                                                                [     ]
Non-accelerated filer                                           [     ] (Do not check if a smaller reporting company)	Smaller reporting company                                                                [ X ]

Class	Outstanding at August 12, 2011
Common Stock - $0.001 par value	113,020,000

 

 

 

 

	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Stockholders’ (Deficit)	F-3
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

 

 

 

 

 

 

 

 

				June 30, 2011		December 31, 2010
ASSETS
CURRENT ASSETS
Cash			$	4,795	$	1,812
Total assets			$	4,795	$	1,812
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES			$	11,678	$	14,228
Accounts payable and accrued liabilities				75,048		72,494
Notes payable and accrued interest - Note 4				30,750		24,000
Convertible note payable – Note 5				561		561
Related party advance – Note 6
				118,037		111,283
Total current liabilities
STOCKHOLDERS’ DEFICIENCY
Common stock – Note 7
$.001 par value;
Authorized 500,000,000 shares;
Issued and outstanding:  113,020,000 shares				113,020		113,020
Additional paid-in capital				22,882		2,882
Accumulated other comprehensive loss				(9,228)		(8,395)
Accumulated deficit during exploration stage				(239,916)		(216,978)
Total stockholders’ deficiency				(113,242)		(109,471)
Total liabilities and stockholders’ deficiency			$	4,795	$	11,812
Going concern – Note 1

 

 

 

			Three months ended				Six months ended				June 15, 1998
											(inception) to
			June 30,		June 30,		June 30,		June 30,		June 30,
			2011		2010		2011		2010		2010
Revenues		$	-	$	-	$	-	$	-	$	144,000
Operating expenses
Exploration and development			-		-		-		-		109,040
General and administrative			9,511		7,854		14,458		10,608		221,248
			9,511		7,854		14,458		10,608		330,288
Income (loss) before other expense			(9,511)		(7,854)		(14,458)		(10,608)		(186,288)
Other expense			(4,616)		(2,859)		(8,480)		(5,726)		(53,628)
Net income (loss)			(14,127)		(10,713)		(22,938)		(16,334)		(239,916)
Other comprehensive income (loss)
Translation gain (loss)			(327)		(949)		(833)		(23)		(9,288)
Total comprehensive loss		$	(14,454)	$	(9,764)	$	(23,771)	$	(16,357)	$	(249,144)
Net income (loss) per share,			(0.00)		(0.00)		(0.00)		(0.00)
Average number of shares
of common stock outstanding			113,020,000		113,020,000		113,020,000		113,020,000

 

 

 

	Common Stock		Additional Paid -in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit During Exploration Stage
	Shares	Amount				Total
June 15, 1998, issue of common stock (.000008 per sh.)	53,750,000	$  53,750	$  (53,320)	-	-	$       430
Net Loss		-	-	-	-	-
Balance, December 31, 1999	53,750,000	53,750	(53,320)	-	-	430
Net loss		-	-	-	-	-
Balance, December 31, 2000	53,750,000	53,750	(53,320)	-	-	430
Net loss		-	-	-	-	-
Balance, December 31, 2001	53,750,000	53,750	(53,320)	-	-	430
Net loss		-	-	-	-	-
Balance, December 31, 2002	53,750,000	53,750	(53,320)	-	-	430
Net loss		-	-	-	-	-
Balance, December 31, 2003	53,750,000	53,750	(53,320)	-	-	430
Issuance of common stock for cash ($.000008 per sh.)	59,070,000	59,070	(58,598)			472
Capital contribution			5,000			5,000
Foreign currency adjustments				(2,554)		(2,554)
Net loss		-	-	-	(49,088)	(49,088)
Balance, December 31, 2004	112,820,000	112,820	(106,918)	(2,554)	(49,088)	(45,740)
Foreign currency adjustments				(444)		(444)
Net loss		-	-	-	(48,720)	(48,720)
Balance, December 31, 2005	112,820,000	112,820	(106,918)	(2,998)	(97,808)	(94,904)
Issuance of common stock for cash ($.25 per sh.)	200,000	200	49,800			50,000
Foreign currency adjustments				(1,297)		(1,297)
Net loss		-	-	-	(38,511)	(38,511)
Balance, December 31, 2006	113,020,000	113,020	(57,118)	(4,295)	(136,319)	(84,712)
Foreign currency adjustments				(3,445)		(3,445)
Net loss		-	-	-	24,651	24,651
Balance, December 31, 2007	113,020,000	113,020	(57,118)	(7,740)	(111,668)	(63,506)
Foreign currency adjustments				5,639		5,639
Convertible debt of $40,000 Issued for cash – Note 2(i)			40,000			40,000
Net loss		-	-	-	(29,696)	(29,696)
Balance, December 31, 2008	113,020,000	$113,020	$  (17,118)	$            (2,101)	$     (141,364)	$(47,563)

 

	Common Stock		Additional Paid -in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit During Exploration Stage
	Shares	Amount				Total
Balance, December 31, 2008	113,020,000	$113,020	$  (17,118)	$            (2,101)	$     (141,364)	$(47,563)
Foreign currency adjustments				(4,578)		(4,578)
Net loss		-	-	-	(37,798)	(37,798)
Balance, December 31, 2009	113,020,000	113,020	(17,118)	(6,679)	(179,162)	(89,939)
Foreign currency adjustments				(1,716)		(1,716)
Convertible debt of $20,000 Issued for cash			20,000			20,000
Net loss					(37,816)	(37,816)
Balance, December 31, 2010	113,020,000	113,020	2,882	(8,395)	(216,978)	(109,471)
Foreign currency adjustments				(833)		(833)
Convertible debt of $20,000 Issued for cash			20,000			20,000
Net loss					(22,938)	(22,938)
Balance, June 30, 2011	113,020,000	$113,020	$ 22,882	$ (9,228)	$(239,916)	$ (113,242)

 

 

 

 

 

 

		For the 6 Months Ended					June 15, 1998 (inception) to
			June 30 2011		June 30 2010		June 30 2010
Cash Flows From
Operating Activities
Net income (loss)		$	(22,938)	$	(16,334)	$	(239,916)
Amortization of convertible debt discount
recorded as interest			6,750		4,000		30,750
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in assets and liabilities
Increase (decrease) in accounts payable and accruals			(2,550)		284		11,678
Net cash used in operating activities			(18,738)		(12,053)		(197,488)
Cash Flows From
Investing Activities
Net cash provided (used in) investing activities			-		-		-
Cash Flows From
Financing Activities
Issuance of common stock			-		-		113,020
Capital contribution			-		-		(57,118)
Notes payable			2,554		1,750		75,048
Proceeds of convertible note payable			20,000		20,000		80,000
Related party advances			-		-		561
Net cash provided by (used in) financing activities			22,554		21,750		211,511
Effect of foreign currency translation
on cash and cash equivalents			(833)		(23)		(9,288)
Net increase (decrease) in cash			2,983		9,674		4,795
Cash, beginning of period			1,812		2,826		-
Cash, end of period		$	4,795	$	12,500	$	4,795
SUPPLEMENTAL DISCLOSURE
Interest paid		$	8,480	$	5,726	$	36,086
Taxes paid		$	-	$	-	$	-

While the information presented in the accompanying interim six 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, 2010 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, 2010 annual financial statements. Operating results for the six months ended June 30, 2011 are not necessarily indicative of the results that can be expected for the year ended December 31, 2011.

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.

The Company is in the business of diamond exploration. Management plans to further evaluate, develop and exploit their interests in diamond mineral properties.

These interim 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 June 30, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $239,916 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

a)

Year end

 

h)	Fair Value Measurements

i)	Financial Instruments

 

Monetary assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses in the period are included in operations

 

 

 

 

 

 

 

a)	$25,000 note with annual interest payable at 8%.

 

 

b)	$26,423 ($30,000 CDN) with annual interest payable at 5%

 

The balance of the first convertible note payable at June 30, 2011 is as follows:

The balance of the second convertible note payable at June 30, 2011 is as follows:

 

 

The balance of the fourth convertible note payable at June 30, 2011 is as follows:

Note 6

Related Party Advance

In 2008 the President advanced the Company $561 repayable without interest or any other terms.  There were no related party transactions in the three months ended June 30, 2011.

 

 

 

 

 

 

·

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.

 
 

 

 

 

	For the Three Months Ended June 30, 2011 $	For the Three Months Ended June 30, 2010 $	For the Six Months Ended June 30, 2011 $	For the Six Months Ended June 30, 2010 $	Accumulated from June 15, 1998 (Date of Inception) to June 30, 2011 $
Revenue		–		–	144,000
Operating expenses
Exploration and Development	-	-	-	-	109,040
General and administrative	9,511	7,854	14,458	10,608	221,248
Other expense – interest	4,616	2,859	8,480	5,726	53,628
Net income (Loss)	(14,127)	(10,713)	(22,938)	(16,334)	(239,916)
Translation gain (loss)	(327)	949	(833)	(23)	(9,228)
Total Expenses	(14,454)	(9,764)	(23,771)	(16,357)	(249,144)

 

 

 

 

 

 

(a)	Index to and Description of Exhibits

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 Explorations, Inc. for the quarter ended June 30, 2011, 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

 

 

 

 

 

	MADISON EXPLORATIONS, INC.
	By:	/s/ Joseph Gallo
Dated:           August 19, 2011	Name:	Joseph Gallo
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)
Dated:           August 19, 2011	By:	/s/ Steven Cozine
	Name:	Steven Cozine
	Title:	Chief Financial Officer
		(Principal Financial Officer)

 

 

 

 

 

 

 

---

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

---

 

 

 

---

 

 

 

 

 

 

 

 

 

 

 

(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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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.