10-Q

United states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] quarterly report under section 13 Or 15(d) of the securities exchange act of 1934

For the quarterly period ended March 31, 2016

[  ] transition report under section 13 Or 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 May 13, 2016
Common Stock - $0.001 par value	11,302,000

Form 10 -Q – Q1 Madison Technologies, Inc. Page 2

part I – financial information

INTERIM Consolidated Financial Statements

March 31, 2016

MADISON TECHNOLOGIES INC.

(UNAUDITED)

TABLE OF Contents

INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Interim Consolidated Balance Sheets	3
Interim Consolidated Statements of Operations	4
Interim Consolidated Statements of Stockholders’ Deficiency	5
Interim Consolidated Statements of Cash Flows	6
Notes to Interim Consolidated Financial Statements	7-12

Form 10 -Q – Q1 Madison Technologies, Inc. Page 3

MADISON TECHNOLOGIES INC.

INTERIM Consolidated Balance Sheets

(UNAUDITED)

	March 31, 2016			December 31, 2015
ASSETS
CURRENT ASSETS
Cash	$	436		$	501
Total Assets	$	436		$	501
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	42,009		$	36,315
Notes Payable and accrued interest - Note 5		111,293			107,592
Convertible notes payable - Note 8		128,083			122,083
Related party advance - Note 6		261			261
TOTAL LIABILITIES		281,646			266,251
STOCKHOLDERS’ DEFICIENCY
Common Stock - Note 7
Par Value:$0.0001
Authorized 500,000,000 shares
Issued and outstanding: 11,302,000 shares		11,302			11,302
Additional Paid in Capital		224,600			224,600
Accumulated other comprehensive loss		945			3,109
Accumulated deficit		(518,057	)		(504,761	)
Total stockholders’ deficiency		(281,210	)		(265,750	)
Total liabilities and stockholders’ deficiency	$	436		$	501

See Accompanying Notes to Interim Consolidated Financial Statements.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 4

MADISON TECHNOLOGIES INC.

INTERIM Consolidated Statements of Operations

(UNAUDITED)

	For the three			For the three
	months ended			months ended
	March 31, 2016			March 31, 2015
Revenues	$	-		$	-
Operating expenses
General and administrative		5,759			15,402
		5,759			15,402
Loss before other expense		(5,759	)		(15,402	)
Other expense - interest		(7,537	)		(7,283	)
Net loss		(13,296	)		(22,685	)
Other comprehensive income (loss)
Translation gain (loss)		(2,164	)		2,872
Total comprehensive loss	$	(15,460	)	$	(19,813	)
Net loss per share
-Basic and diluted	$	(0.001	)	$	(0.002	)
Average number of shares of common stock outstanding		11,302,000			11,302,000

See Accompanying Notes to Interim Consolidated Financial Statements.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 5

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	)		(81,716	)
Balance December 31, 2014		11,302,000		11,302		199,600		(2,746	)		(440,276	)		(232,120	)
Foreign currency adjustments				-		-		5,855			-			5,855
Convertible debt - Note 8				-		25,000		-			-			25,000
Net Loss, December 31, 2015				-		-		-			(64,485	)		(64,485	)
Balance December 31, 2015		11,302,000		11,302		224,600		3,109			(504,761	)		(265,750	)
Foreign currency adjustments				-		-		(2,164	)		-			(2,164	)
Net Loss, March 31, 2016				-		-		-			(13,296	)		(13,296	)
Balance March 31, 2016		11,302,000	$	11,302	$	224,600	$	945		$	(518,057	)	$	(281,210	)

See Accompanying Notes to Interim Consolidated Financial Statements.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 6

MADISON TECHNOLOGIES INC.

INTERIM Consolidated StatementS of cash flows

(UNAUDITED)

	For the three			For the three
	months ended			months ended
	March 31, 2016			March 31, 2015
Cash Flows from operating activities:
Net loss	$	(13,296	)	$	(22,685	)
Amortization of convertible debt discount recorded as interest		6,000			5,750
Accrued interest on notes payable		1,537			1,533
Adjustments to reconcile net loss to cash used in operating activities
Changes assets and liabilities
Accounts payable and accruals		5,694			10,546
Net cash used in operating activities		(65	)		(4,856	)
Cash Flows from financing activities:
Notes payable		-			-
Proceeds of convertible notes payable		-			25,000
Net Cash provided by financing activities		-			25,000
Net increase (decrease) in cash		(65	)		20,144
Cash, beginning of period		501			3,230
Cash, end of period	$	436		$	23,374
SUPPLEMENTAL DISCLOSURE
Interest	$	7,537		$	7,283
Taxes paid	$	-		$	-

See Accompanying Notes to Interim Consolidated Financial Statements

Form 10 -Q – Q1 Madison Technologies, Inc. Page 7

MADISON TECHNOLOGIES INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016

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, 2015 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, 2015 annual financial statements. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that can be expected for the year ended December 31, 2016.
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 March 31, 2016, the Company had not yet achieved profitable operations, has accumulated losses of $518,057 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. That said, there is no assurance of additional funding being available.
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, 2015.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 8

Note 4	Recent Accounting Pronouncements
	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 March 31, 2016, accrued interest on the note was $22,297 (March 31, 2015 - $20,297). The note payable balance including accrued interest was $47,297 as at March 31, 2016 (March 31, 2015 - $45,297). Interest on the debt for each of the three months ended March 31 was $500.
b)	$23,132 ($30,000 CDN) with annual interest payable at 5%
	As at March 31, 2016, accrued interest on the note was $10,409 (March 31, 2015 - $11,296). The note payable balance including accrued interest was $33,541 as at March 31, 2016 (March 31, 2015 - $33,218). Interest on debt for the three months ended March 31 was $289 in 2016 and $296 in 2015.

	The company also has an unsecured note payable on demand to Gens Incognito Inc. for $25,000. As at March 31, 2016, accrued interest on the note was $5,454 (March 31, 2015 - $2,446). The note payable balance including accrued interest was $30,454 as at March 31, 2016 (March 31, 2015 - $27,446)
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 March 31, 2016 is $261. There were no related party transactions during the three months ended March 31, 2016.
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 of March 31, 2016.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 9

Note 8	Convertible Notes 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 four different conversion rate: $0.01 debt to 1 common share, $0.045 to 1; $0.005 to $1 and $0.15 to 1. 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 $0.01 of debt to 1 common share.
	The balance of the first convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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. No interest was recorded in either the three months ended March 31, 2016 or 2015.

The balance of the second convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		20,000
Balance, convertible note payable	$	20,000	$	20,000

The total discount of $20,000 was amortized over 5 years starting June, 2010. No interest was recorded in the three months ended March 31, 2016. Interest of $1,000 was recorded for the three months ended March 31, 2015.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 10

The balance of the third convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		18,750		17,750
Balance, convertible note payable	$	18,750	$	17,750

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 three months ended March 31, 2016 and 2015, $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $6,250.

The balance of the fourth convertible note payable convertible on the basis of $0.01 of debt to 1 common share at is as follows:

	Mar 31, 2016		Dec 31, 2015
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		15,000		13,750
Balance, convertible note payable	$	15,000	$	13,750

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 three months ended March 31, 2016 and 2015, $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $10,000.

There are two convertible notes payable convertible on the basis of $0.005 of debt to 1 common share.

The balance of the first convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		10,000		9,500
Balance, convertible note payable	$	10,000	$	9,500

Form 10 -Q – Q1 Madison Technologies, Inc. Page 11

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 three months ended March 31, 2016 and 2015, $500 was recorded as interest expense. As at March 31, 2016, the unamortized discount is $0.

The balance of the second convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		9,750		9,250
Balance, convertible note payable	$	9,750	$	9,250

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 three months ended March 31, 2016 and 2015, $500 was recorded as interest expense. As at March 31, 2016, the unamortized discount is $250.

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:

	Mar 31, 2016		Dec 31, 2015
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		9,583		8,333
Balance, convertible note payable	$	9,583	$	8,333

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 three months ended March 31, 2016 and 2015 $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $15,417.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 12

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:

	Mar 31, 2016		Dec 31, 2015
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		5,000		3,750
Balance, convertible note payable	$	5,000	$	3,750

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 3 months ended December 31, 2016 $3,750 was recorded as interest expense. As at March 31, 2016 the unamortized discount was $20,000.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 13

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.

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

The following discussion of Madison’s financial condition, changes in financial condition and results of operations for the three months ended March 31, 2016 should be read in conjunction with Madison’s unaudited consolidated interim financial statements and related notes for the three months ended March 31, 2016.

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.

Three months ended March 31, 2016 and March 31, 2015

Our net loss for the three-month period ended March 31, 2016 was $13,296 (2015: $22,685), which consisted of general and administration expenses. We did not generate any revenue during either three-month period in fiscal 2016 or 2015. The decrease in expenses in the current fiscal year relate to a reduction in accounts payable and accruals.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 14

The weighted average number of shares outstanding was 11,302,000 for the three-month period ended March 31, 2016 and 11,302,000 for the three-month period ended March 31, 2015.

Liquidity and Capital Resources

Cash and Working Capital

As at, 2016, Madison had cash of $2436 and a working capital deficit of $281,210, compared to cash of $501 and working capital deficit of $265,750 as at December 31, 2015.

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 $65 in operating activities during the first three months of fiscal 2016 compared to cash used of $4,856 in operating activities during the same period in the previous fiscal year. The decrease in the operating activities was principally a result of a decrease in accounts payable and accruals.

Net Cash Provided (Used in) Investing Activities

Net cash used in investing activities was nil for the first three months of fiscal 2016 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 nil for the first three months of fiscal 2016. Madison generated $25,000 from financing activities during the first three months of fiscal 2015 from the proceeds of a convertible note payable.

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.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 15

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.

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.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 16

As at March 31, 2016, Madison had cash of $436 and a working capital deficit of $281,210. Accordingly, Madison will require additional financing in the amount of $325,774 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.

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.

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.

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

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Form 10 -Q – Q1 Madison Technologies, Inc. Page 17

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

No report required.

Item 4. Submission of matters to a vote of security holders

No report required.

Item 5. Other information

No report required.

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
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

Form 10 -Q – Q1 Madison Technologies, Inc. Page 18

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: May 13, 2016	By:	/s/ Joseph Gallo
	Name:	Joseph Gallo
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-31

Exhibit 31

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 March 31, 2016 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: May 13, 2016

/s/ Joseph Gallo

Joseph Gallo

Chief Executive Officer

EX-32

Exhibit 32

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 March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Gallo, President, Chief Executive 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 Executive Officer

May 13, 2016

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 13, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	Madison Technologies Inc.
Entity Central Index Key	0001318268
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,302,000
Trading Symbol	MDEX
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

XML

Interim Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 436	$ 501
Total Assets	436	501
CURRENT LIABILITIES
Accounts payable and accrued liabilities	42,009	36,315
Notes Payable and accrued interest - Note 5	111,293	107,592
Convertible notes payable - Note 8	128,083	122,083
Related party advance - Note 6	261	261
TOTAL LIABILITIES	281,646	266,251
STOCKHOLDERS’ DEFICIENCY
Common Stock - Note 7 Par Value:$0.0001 Authorized 500,000,000 shares Issued and outstanding: 11,302,000 shares	11,302	11,302
Additional Paid in Capital	224,600	224,600
Accumulated other comprehensive loss	945	3,109
Accumulated deficit	(518,057)	(504,761)
Total stockholders’ deficiency	(281,210)	(265,750)
Total liabilities and stockholders’ deficiency	$ 436	$ 501

XML

Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	11,302,000	11,302,000
Common stock, shares outstanding	11,302,000	11,302,000

XML

Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenues
Operating expenses
General and administrative	$ 5,759	$ 15,402
Operating expenses, total	5,759	15,402
Loss before other expense	(5,759)	(15,402)
Other expense - interest	(7,537)	(7,283)
Net loss	(13,296)	(22,685)
Other comprehensive income (loss)
Translation gain (loss)	(2,164)	2,872
Total comprehensive loss	$ (15,460)	$ (19,813)
Net loss per share - Basic and diluted	$ (0.001)	$ (0.002)
Average number of shares of common stock outstanding	11,302,000	11,302,000

XML

Interim Consolidated Statements of Stockholders’ Deficiency (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Common Stock [Member]
Balance	$ 11,302	$ 11,302	$ 11,302	$ 11,302
Balance, shares	11,302,000	11,302,000	11,302,000	11,302,000
Foreign currency adjustments
Convertible debt - Note 8
Net Loss
Balance	$ 11,302		$ 11,302	$ 11,302
Balance, shares	11,302,000		11,302,000	11,302,000
Additional Paid-In Capital [Member]
Balance	$ 224,600	$ 199,600	$ 199,600	$ 174,600
Foreign currency adjustments
Convertible debt - Note 8			$ 25,000	$ 25,000
Net Loss
Balance	$ 224,600		$ 224,600	$ 199,600
Accumulated Other Comprehensive Income [Member]
Balance	3,109	(2,746)	(2,746)	(5,814)
Foreign currency adjustments	$ (2,164)		$ 5,855	$ 3,068
Convertible debt - Note 8
Net Loss
Balance	$ 945		$ 3,109	$ (2,746)
Accumulated Deficit [Member]
Balance	$ (504,761)	(440,276)	$ (440,276)	$ (358,560)
Foreign currency adjustments
Convertible debt - Note 8
Net Loss	$ (13,296)		$ (64,485)	$ (81,716)
Balance	(518,057)		(504,761)	(440,276)
Balance	(265,750)	(232,120)	(232,120)	(178,472)
Foreign currency adjustments	(2,164)		5,855	3,068
Convertible debt - Note 8	25,000		25,000	25,000
Net Loss	(13,296)	$ (22,685)	(64,485)	(81,716)
Balance	$ (281,210)		$ (265,750)	$ (232,120)

XML

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from operating activities:
Net loss	$ (13,296)	$ (22,685)
Amortization of convertible debt discount recorded as interest	6,000	5,750
Accrued interest on notes payable	1,537	1,533
Changes assets and liabilities
Accounts payable and accruals	5,694	10,546
Net cash used in operating activities	$ (65)	$ (4,856)
Cash Flows from financing activities:
Notes payable
Proceeds of convertible notes payable		$ 25,000
Net Cash provided by financing activities		25,000
Net increase (decrease) in cash	$ (65)	20,144
Cash, beginning of period	501	3,230
Cash, end of period	436	23,374
SUPPLEMENTAL DISCLOSURE
Interest	$ 7,537	$ 7,283
Taxes paid

XML

Interim Reporting

3 Months Ended

Mar. 31, 2016

Notes to Financial Statements

Interim Reporting

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, 2015 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, 2015 annual financial statements. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that can be expected for the year ended December 31, 2016.

XML

Nature and Continuance of Operations

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature and Continuance of Operations

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 March 31, 2016, the Company had not yet achieved profitable operations, has accumulated losses of $518,057 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. That said, there is no assurance of additional funding being available.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2015.

XML

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2016

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 4	Recent Accounting Pronouncements
	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.

XML

Notes Payable

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Notes Payable

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 March 31, 2016, accrued interest on the note was $22,297 (March 31, 2015 - $20,297). The note payable balance including accrued interest was $47,297 as at March 31, 2016 (March 31, 2015 - $45,297). Interest on the debt for each of the three months ended March 31 was $500.
b)	$23,132 ($30,000 CDN) with annual interest payable at 5%
	As at March 31, 2016, accrued interest on the note was $10,409 (March 31, 2015 - $11,296). The note payable balance including accrued interest was $33,541 as at March 31, 2016 (March 31, 2015 - $33,218). Interest on debt for the three months ended March 31 was $289 in 2016 and $296 in 2015.

The company also has an unsecured note payable on demand to Gens Incognito Inc. for $25,000. As at March 31, 2016, accrued interest on the note was $5,454 (March 31, 2015 - $2,446). The note payable balance including accrued interest was $30,454 as at March 31, 2016 (March 31, 2015 - $27,446)

XML

Related Party Advance

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Related Party Advance

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 March 31, 2016 is $261. There were no related party transactions during the three months ended March 31, 2016.

XML

Common Stock

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Common Stock

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 of March 31, 2016.

XML

Convertible Note Payable

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Convertible Note Payable

Note 8	Convertible Notes 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 four different conversion rate: $0.01 debt to 1 common share, $0.045 to 1; $0.005 to $1 and $0.15 to 1. 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 $0.01 of debt to 1 common share.
	The balance of the first convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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. No interest was recorded in either the three months ended March 31, 2016 or 2015.

The balance of the second convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		20,000
Balance, convertible note payable	$	20,000	$	20,000

The total discount of $20,000 was amortized over 5 years starting June, 2010. No interest was recorded in the three months ended March 31, 2016. Interest of $1,000 was recorded for the three months ended March 31, 2015.

The balance of the third convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		18,750		17,750
Balance, convertible note payable	$	18,750	$	17,750

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 three months ended March 31, 2016 and 2015, $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $6,250.

The balance of the fourth convertible note payable convertible on the basis of $0.01 of debt to 1 common share at is as follows:

	Mar 31, 2016		Dec 31, 2015
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		15,000		13,750
Balance, convertible note payable	$	15,000	$	13,750

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 three months ended March 31, 2016 and 2015, $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $10,000.

There are two convertible notes payable convertible on the basis of $0.005 of debt to 1 common share.

The balance of the first convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		10,000		9,500
Balance, convertible note payable	$	10,000	$	9,500

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 three months ended March 31, 2016 and 2015, $500 was recorded as interest expense. As at March 31, 2016, the unamortized discount is $0.

The balance of the second convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		9,750		9,250
Balance, convertible note payable	$	9,750	$	9,250

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 three months ended March 31, 2016 and 2015, $500 was recorded as interest expense. As at March 31, 2016, the unamortized discount is $250.

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:

	Mar 31, 2016		Dec 31, 2015
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		9,583		8,333
Balance, convertible note payable	$	9,583	$	8,333

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 three months ended March 31, 2016 and 2015 $1,250 was recorded as interest expense. As at March 31, 2016 the unamortized discount is $15,417.

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:

	Mar 31, 2016		Dec 31, 2015
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		5,000		3,750
Balance, convertible note payable	$	5,000	$	3,750

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 3 months ended December 31, 2016 $3,750 was recorded as interest expense. As at March 31, 2016 the unamortized discount was $20,000.

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Convertible Note Payable (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Schedule of Convertible Notes Payable

The balance of the first convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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 balance of the second convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		20,000
Balance, convertible note payable	$	20,000	$	20,000

The balance of the third convertible note payable convertible on the basis of $0.01 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		18,750		17,750
Balance, convertible note payable	$	18,750	$	17,750

The balance of the fourth convertible note payable convertible on the basis of $0.01 of debt to 1 common share at is as follows:

	Mar 31, 2016		Dec 31, 2015
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		15,000		13,750
Balance, convertible note payable	$	15,000	$	13,750

The balance of the first convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		10,000		9,500
Balance, convertible note payable	$	10,000	$	9,500

The balance of the second convertible note payable convertible on the basis of $0.005 of debt to 1 common share is as follows:

	Mar 31, 2016		Dec 31, 2015
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		9,750		9,250
Balance, convertible note payable	$	9,750	$	9,250

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:

	Mar 31, 2016		Dec 31, 2015
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		9,583		8,333
Balance, convertible note payable	$	9,583	$	8,333

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:

	Mar 31, 2016		Dec 31, 2015
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		5,000		3,750
Balance, convertible note payable	$	5,000	$	3,750

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Nature and Continuance of Operations (Details Narrative) - USD ($)	Jan. 21, 2015	Mar. 31, 2016	Dec. 31, 2015
Common stock conversion basis	Issued and outstanding shares of common stock, on a 10 for 1 basis.
Common stock, shares issued		11,302,000	11,302,000
Common stock, shares outstanding		11,302,000	11,302,000
Accumulated losses		$ 518,057	$ 504,761
Maximum [Member]
Common stock, shares issued	113,020,000
Common stock, shares outstanding	113,020,000
Minimum [Member]
Common stock, shares issued	11,302,000
Common stock, shares outstanding	11,302,000

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Notes Payable (Details Narrative)	3 Months Ended
	Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2016 CAD
Gens Incognito Inc [Member]
Accrued interest on note	$ 5,454	$ 2,446
Notes payable balance including accrued interest	30,454	27,446
Unsecured note payable	25,000
Notes Payable Annual Interest Payable At 8% [Member]
Notes payable	$ 25,000
Annual interest payable	8.00%
Accrued interest on note	$ 22,297	20,297
Notes payable balance including accrued interest	47,297	45,297
Interest on debt	500
Notes Payable Annual Interest Payable At 5% [Member]
Notes payable	$ 23,132
Annual interest payable	5.00%
Accrued interest on note	$ 10,409	11,296
Notes payable balance including accrued interest	33,541	33,218
Interest on debt	$ 289	$ 296
Notes Payable Annual Interest Payable At 5% [Member] | CDN [Member]
Notes payable | CAD			CAD 30,000

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Related Party Advance (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2008
Related party transaction
President [Member]
Related party advance due		$ 561
Related party unpaid balance	$ 261

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Common Stock (Details Narrative) - USD ($)	Jan. 21, 2015	Mar. 30, 2006	Jun. 07, 2004	Jun. 14, 2001	Jun. 15, 1998	Mar. 31, 2016	Dec. 31, 2015
Common stock conversion basis	Issued and outstanding shares of common stock, on a 10 for 1 basis.
Common stock, shares issued						11,302,000	11,302,000
Common stock, shares outstanding						11,302,000	11,302,000
Common shares issued for cash, shares			5,907,000		5,375,000
Common shares issued for cash			$ 472		$ 430
Issuance of stock, price per share		$ 2.50	$ 0.00008		$ 0.00008
Forward stock split ratio				Forward stock split of 5,000:1
Number of shares issued in private placement agreement		20,000
Number of shares issued in private placement agreement exchange value		$ 50,000
Maximum [Member]
Common stock, shares issued	113,020,000
Common stock, shares outstanding	113,020,000
Minimum [Member]
Common stock, shares issued	11,302,000
Common stock, shares outstanding	11,302,000

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Convertible Note Payable (Details Narrative)	3 Months Ended
	Mar. 31, 2016 USD ($) Notes	Mar. 31, 2015 USD ($)
Number of convertible notes payable | Notes	8
Convertible notes descriptions	The notes are convertible into common stock at the discretion of the holder on four different conversion rate: $0.01 debt to 1 common share, $0.045 to 1; $0.005 to $1 and $0.15 to 1. 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 $0.01 of debt to 1 common share.
Amortization of debt discount	$ 6,000	$ 5,750
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 40,000	$ 40,000
Amortization period of discount	5 years	5 years
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 20,000	$ 20,000
Amortization period of discount	5 years	5 years
Interest expense debt	$ 1,000	$ 1,000
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 25,000	$ 25,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 1,250	$ 1,250
Unamortized discount	6,250
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 25,000	$ 25,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 1,250	$ 1,250
Unamortized discount	10,000
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 10,000	$ 10,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 500	$ 500
Unamortized discount	0
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 10,000	$ 10,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 500	$ 500
Unamortized discount	250
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 25,000	$ 25,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 1,250	$ 1,250
Unamortized discount	15,417
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member]
Amortization of debt discount	$ 25,000	$ 25,000
Amortization period of discount	5 years	5 years
Annual interest rate of debt	20.00%	20.00%
Interest expense debt	$ 3,750	$ 3,750
Unamortized discount	$ 20,000

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Convertible Note Payable - Schedule of Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
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
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
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	$ 20,000
Balance, convertible note payable	20,000	20,000
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
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	$ 18,750	$ 17,750
Balance, convertible note payable	18,750	17,750
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
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	$ 15,000	$ 13,750
Balance, convertible note payable	15,000	13,750
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
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	$ 10,000	$ 9,500
Balance, convertible note payable	10,000	9,500
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
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	$ 9,750	$ 9,250
Balance, convertible note payable	9,750	9,250
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member]
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	$ 9,583	$ 8,333
Balance, convertible note payable	9,583	8,333
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member]
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	$ 5,000	$ 3,750
Balance, convertible note payable	$ 5,000	$ 3,750

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Convertible Note Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
First Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Debt conversion price per share	$ 0.01	$ 0.01
Second Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.01	0.01
Third Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.01	0.01
Fourth Convertible Note Payable Convertible on Basis of $0.01 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.01	0.01
First Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.005	0.005
Second Convertible Note Payable Convertible on Basis of $0.005 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.005	0.005
Convertible Notes Payable Convertible on Basis of $0.045 of Debt to 1 Common Share [Member]
Debt conversion price per share	0.045	0.045
Convertible Notes Payable Convertible on Basis of $0.15 of Debt to 1 Common Share [Member]
Debt conversion price per share	$ 0.15	$ 0.15