Attached files
| file | filename |
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| EX-31.01 - Madison Enterprises Group, Inc. | ex31-01.htm |
| EX-32.01 - Madison Enterprises Group, Inc. | ex32-01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
Or
r TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 333-142666
MADISON ENTERPRISES GROUP, INC.
(Exact Name of Small Business Issuer as specified in its charter)
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Delaware
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20-8380322
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|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.)
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488 Madison Avenue
Suite 1100
New York, NY 10022
(Address of principal executive offices) (Zip Code)
(212) 486-2500
Registrant's telephone number, including area code
Indicate by check mark whether the Issuer:
(1) Has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports): Yes x No o
(2) Has been subject to such filing requirements for the past 90 days. Yes x No o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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.
Large Accelerated Filer o Accelerated Filer o
Non-Accelerated Filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). x Yes o No
3,210,000 shares of the registrant's Common Stock, $0.001 per share, were outstanding as of March 31, 2011.
Table of Contents
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PART I FINANCIAL INFORMATION
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Page
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Item 1.
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3
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3
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4
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5
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6
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7
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Item 2.
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12
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Item 3.
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13
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Item 4T.
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13
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PART II OTHER INFORMATION
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Item 1.
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14
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Item 2.
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14
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Item 3.
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14
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Item 4.
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14
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Item 5.
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14
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Item 6.
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14
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15
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ITEM 1. FINANCIAL STATEMENTS
MADISON ENTERPRISES GROUP, INC.
(A Development Stage Company)
BALANCE SHEETS
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March 31,
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December 31,
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|||||||
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2011
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2010
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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CURRENT ASSETS:
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||||||||
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Cash and cash equivalents
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$
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-
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$
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-
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||||
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Total Current Assets
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-
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-
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||||||
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Cash in escrow
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3,319
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3,319
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||||||
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Total Assets
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$
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3,319
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$
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3,319
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||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable |
$
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6,416
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$
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6,416
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||||
| Total Current Liabilities | 6,416 | 6,416 | ||||||
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STOCKHOLDERS' EQUITY:
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||||||||
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Preferred Stock $0.01 par value; authorized 5,000,000 shares; none issued
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-
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-
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||||||
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Common stock $0.001 par value; authorized 50,000,000 shares; 3,210,000 shares issued and outstanding for both periods
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3,210
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3,210
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||||||
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Additional paid-in capital
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17,790
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17,790
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||||||
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Deficit accumulated during the development stage
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(24,097
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)
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(24,097
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)
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||||
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Total Stockholders' Equity
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(3,097
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)
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(3,097
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)
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||||
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Total Liabilities and Stockholders' Equity
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$
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3,319
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$
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3,319
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||||
See notes to financial statements.
MADISON ENTERPRISES GROUP, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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Three Months Ended
March 31,
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Period from
August 17, 2006
(inception) to
|
|||||||||||
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2011
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2010
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March 31, 2011
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||||||||||
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Revenue
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$
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-
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$
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-
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$
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-
|
||||||
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Costs and expenses
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||||||||||||
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Organization and related expenses
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-
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-
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36,097
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|||||||||
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Operating loss
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-
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-
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(36,097
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)
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||||||||
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Other income (expense)
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||||||||||||
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Miscellaneous income –related parties
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-
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-
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12,000
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|||||||||
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Loss before income tax expense
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-
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- |
(24,097
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)
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||||||||
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Income tax expense
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-
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-
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-
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|||||||||
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Net loss
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$
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-
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$
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-
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$
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(24,097
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)
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|||||
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Basic and diluted earnings (loss) per share
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$
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-
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$
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-
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||||||||
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Weighted average number of common shares outstanding basic and diluted
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3,210,000
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3,210,000
|
||||||||||
See notes to financial statements.
MADISON ENTERPRISES GROUP, INC.
(A Development Stage Company)
Statement of changes in Stockholders’ Equity
(Unaudited)
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Common Stock
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||||||||||||||||||||
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Numbers of Shares
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Amount
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Additional paid-in capital
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Deficit Accumulated During the Development Stage
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Total Stockholders’ Equity
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||||||||||||||||
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August 17, 2006 (inception) Shares issued to founders
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3,000,000
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$
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3,000
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$
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(3,000
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)
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$
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-
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$
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-
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||||||||||
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November Shares issued for cash
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120,000
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120
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11,880
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-
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12,000
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|||||||||||||||
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Net loss
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-
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-
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-
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(1,710
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)
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(1,710
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)
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|||||||||||||
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Balance, December 31, 2006
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3,120,000
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3,120
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8,880
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(1,710
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)
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10,290
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||||||||||||||
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January 2007 Shares issued for cash
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90,000
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90
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8,910
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- |
9,000
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|||||||||||||||
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Net loss
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-
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-
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-
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(7,055
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)
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(7,055
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)
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|||||||||||||
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Balance, December 31, 2007
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3,210,000
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3,210
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17,790
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(8,765
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)
|
12,235
|
||||||||||||||
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Net loss
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-
|
-
|
-
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(10,243
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)
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(10,243
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)
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|||||||||||||
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Balance, December 31, 2008
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3,210,000
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3,210
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17,790
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(19,008
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)
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1,992
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Net income
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-
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-
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-
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4,110
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4,110
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|||||||||||||||
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Balance, December 31, 2009
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3,210,000
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3,210
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17,790
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(14,898
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)
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6,102
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Net loss
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-
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-
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-
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(9,199
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)
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(9,199
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)
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|||||||||||||
| Balance, December 31, 2010 | 3,210,000 | 3,210 | 17,790 | (9,199 | ) | (9,199 | ) | |||||||||||||
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Balance, March 31, 2011 (unaudited)
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3,210,000
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$
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3,210
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$
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17,790
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$
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(24,097
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)
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$
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3,097
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See notes to financial statements.
MADISON ENTERPRISES GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
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Three Months Ended
March 31,
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Period from
August 17, 2006(inception) to
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|||||||||||
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2011
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2010
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March 31, 2011
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||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
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||||||||||||
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Net loss
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$
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-
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$
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-
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$
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(24,097
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)
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|||||
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Changes in operating assets and liabilities
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||||||||||||
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Accounts payable
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- |
(555
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) |
6,416
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||||||||
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Net Cash used in operating activities
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- |
(555
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) |
(17,681
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)
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|||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||||||
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Sale of common stock
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21,000
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|||||||||||
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Cash in escrow
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- |
555
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(3,319
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)
|
||||||||
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Net cash provided by (used in) financing activities
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- |
555
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17,681
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|||||||||
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INCREASE IN CASH AND CASH EQUIVALENTS
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-
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-
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-
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|||||||||
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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-
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-
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-
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|||||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$
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-
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$
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-
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$
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-
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||||||
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Supplemental disclosure of cash flows information:
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||||||||||||
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Interest paid
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$
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-
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$
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-
|
$
|
-
|
||||||
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Income taxes paid
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$
|
-
|
$
|
-
|
$
|
-
|
||||||
See notes to financial statements.
MADISON ENTERPRISES GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
(Unaudited)
NOTE 1 -- ORGANIZATION
Madison Enterprises Group, Inc. (the "Company") was incorporated under the laws of the State of Delaware on August 17, 2006 and as of March 31, 2011, has been inactive since inception. The Company was incorporated to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
Going concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $24,097 as of March 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future 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 intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. These financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth under the provisions of Accounting Standards Codification 825 (ASC 825). Among the disclosures required by ASC 825 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
A. Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
B. Income Taxes
The Company follows ASC Topic 740 which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income tax are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations since inception.
C. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The net asset value per share of our outstanding shares of common stock will be determined quarterly, as soon as practicable after, and as of the end of, each calendar quarter, by dividing the value of total assets minus total liabilities by the number of shares outstanding at the date as of which such determination is made.
In calculating the value of our total assets, we will value securities that are publicly traded at the closing price on the valuation date for exchange traded and NASDAQ listed securities or the average of the bid and asked prices for other securities. Debt and equity securities that are not publicly traded will be valued at fair value as determined in good faith by the valuation committee of our board of directors based on the recommendation by our investment adviser and under valuation guidelines adopted by our board of directors, and then approved by our entire board of directors. Initially, the fair value of these securities will be their original cost. Debt securities valued at cost would be revalued for significant events affecting the issuer's performance and equity securities valued at cost would be revalued if significant developments or other factors affecting the investment provide a basis for valuing the security at a price other than cost, such as results of subsequent financing, the availability of market quotations, the portfolio company's operations and changes in market conditions.
Debt securities with remaining maturities of 60 days or less at the time of purchase will be valued at amortized cost. Debt securities which are publicly traded will be valued by using market quotations obtained from pricing services or dealers. Our valuation guidelines are subject to periodic review by our board of directors and may be revised in light of our experience, regulatory developments or otherwise.
Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.
E. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period. (There are no dilutive securities as of March 31, 2011 for purposes of computing fully diluted earnings per share.)
F. Impact of New Accounting Standards
Because the Company has been recently organized and has not yet transacted any business, the new accounting standards have no significant impact on the current financial statements and related disclosures.
As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
The accompanying interim unaudited financial statements (“Interim Financial Statements”) of the Company were prepared in accordance with accounting principles generally accepted in the United State of America, or US GAAP, for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all the information and notes required by US GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for year ended December 31, 2010. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. The results of operations and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.
In the first quarter of 2011, The Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-01 through ASU 2011-03, which is not expected to have a material impact on the consolidated financial statements upon adoption.
NOTE 3 – STOCKHOLDERS’ EQUITY
Preferred Stock
As of March 31, 2011, the Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.01 per share, though no shares of preferred stock were issued and outstanding. The board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the stockholders.
Common Stock
As of March 31, 2011, the Company has authorized 50,000,000 shares of common stock with a par value of $0.001 per share. the Company has 3,210,000 shares of common stock issued and outstanding.
The holders of the Company's common stock:
- Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;
- Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
- Do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and
- Are entitled to one noncumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.
From August 2006 until March 31, 2011, the Board of Directors issued 3,210,000 shares of common stock consisting 3,000,000 shares to our founders issued as of August, 2006 and 120,000 shares of common stock for $12,000 in cash to 12 investors of the Company in 2006 and 90,000 shares of common stock for $9,000 in cash to 9 investors of the Company in 2007 to fund initial and operating costs.
Options
There are no stock options outstanding.
Warrants
There are no warrants outstanding.
NOTE 4: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following:
|
March 31, 2011
|
December 31, 2010
|
|||||||
|
Accounts payable
|
$
|
6,416
|
$
|
6,416
|
||||
|
Total
|
$
|
6,416
|
$
|
6,416
|
||||
NOTE 5: INCOME TAXES
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes " and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
NOTE 6: EARNINGS PER SHARE
FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. During the three months ended March 31, 2011 and 2010, and from inception to March 31, 2011, common stock equivalents were not included in the calculation of the diluted weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.
NOTE 7: SUBSEQUENT EVENTS
On May 10, 2011, the Company closed with respect to an Acquisition Agreement dated May 10, 2011 (the “Acquisition Agreement”) entered into with Fastfix, Inc. (“Fastfix”), a Delaware corporation (the “Closing”). Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire up to 99,829,313 shares of the issued and outstanding common stock of Fastfix from the stockholders of Fastfix in exchange for up to 2,824,800 shares of the common stock of the Company. The aggregate of 99,829,313 shares represents 100% of Fasfix’s issued and outstanding shares of Common Stock. The aggregate of 2,824,800 shares represents 88% of the Company’s shares of Common Stock expected to be issued and outstanding as of June 9, 2010, if all of the Fastfix shareholders transfer their shares pursuant to the Acquisition Agreement.
The Company agreed to issue a pro rata amount of the 2,824,800 shares to each of the Fastfix shareholders who transfers his, hers, or its shares to the Company. At the Closing, the Company received 91,500,000 shares constituting 91.66% of the issued and outstanding common stock of Fastfix from Fastfix shareholders and issued 2,589,111 shares constituting 80.66% of the Company’s Common Stock expected to be issued and outstanding as of June 9, 2010, if all of the Fastfix shareholders transfer their shares pursuant to the Acquisition Agreement, to those Fastfix shareholders. This exchange of shares represented a change of control of the Company from the Company’s shareholders to the Fastfix shareholders. Subsequent to the Closing through the date hereof, the Company received an additional 7,514,569 shares constituting 7.53% of the issued and outstanding common stock of Fastfix from Fastfix shareholders and issued 212,634 shares of the Company’s Common Stock to those Fastfix shareholders. Accordingly, an aggregate of 99,014,569 shares constituting 99.19% of the issued and outstanding common stock of Fastfix have been received from Fastfix shareholders and 2,801,745 shares of the Company’s Common Stock constituting 87.28% of the Company’s Common Stock expected to be issued and outstanding as of June 9, 2010, if all of the Fastfix shareholders transfer their shares pursuant to the Acquisition Agreement, had been issued as of this date.
The percentages set forth in the preceding two paragraphs do not include the shares which the Company is obligated to redeem from Mintz & Fraade Enterprises, LLC and Sierra Gray Capital, LLC. Pursuant to the Acquisition Agreement, Mintz & Fraade Enterprises, LLC and Sierra Gray Capital, LLC agreed to deliver to the Company for redemption 2,824,800 shares of the Company’s Common Stock, in consideration for the payment of $150,000 payable to Mintz & Fraade, P.C. on behalf of Mintz & Fraade Enterprises, LLC and Sierra Grey Capital, LLC as follows: (i) $37,500 from the first $75,000 of funds received from any source including, but not limited to, a private or public debt or equity offering ( ) when the first $37,500 is paid by the Company to Mintz & Fraade, P.C. then the Company shall redeem 353,100 shares of the Company’s Common Stock owned by Mintz & Fraade Enterprises, LLC and 353,100 shares of the Company’s Common Stock owned by Sierra Grey Capital, LLC) and (ii) when $37,500 from each additional $75,000 of funds which are received from any source including, but not limited to, a private or public debt or equity offering then the Company shall redeem 353,100 shares of the Company’s Common Stock owned by Mintz & Fraade Enterprises, LLC and 353,100 shares of the Company’s Common Stock owned by Sierra Grey Capital, LLC so that when $300,000 is received from any source including, but not limited to, a private or public debt or equity offering, the full $150,000 shall have been paid and 2,824,800 shares of the Company’s Common Stock shall have been redeemed.
Pursuant to the Acquisition Agreement, the remaining Fastfix shareholders who own 814,744 shares representing 0.81% of Fastfix’s issued and outstanding shares prior to the Closing have 30 days after the Closing to transfer their Fastfix shares to the Company and receive 23,054 shares constituting 0.007% of the Company’s Common Stock expected to be issued and outstanding as of June 9, 2010, if all of the Fastfix shareholders transfer their shares pursuant to the Acquisition Agreement.
Pursuant to the Acquisition Agreement, the parties agreed that subsequent to the Closing the Company shall:
|
|
1.
|
amend its Certificate of Incorporation to increase the number of authorized shares to 160,000,000 shares, of which 150,000,000 shares shall be Common Stock and 10,000,000 shares shall be Preferred Stock;
|
|
|
2.
|
increase the number of outstanding shares of the Company by implementing a 12.3902577-for-1 stock split and
|
|
|
3.
|
file a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to “Fastfix, Inc.” (“Fastfix”).
|
Subsequent to the Closing, we intend to increase the number of shares of Common Stock to be authorized to 200,000,000 and the number of shares of Preferred Stock to be authorized to 25,000,000, resulting in a total number of authorized shares of 225,000,000.
Prior to the execution of the Acquisition Agreement, 21 stockholders of the Company whose shares are included in our Registration Statement declared effective by the SEC signed a letter agreeing not to sell their shares prior to the occurrence of the filing of a Form 8-K disclosing the Acquisition Agreement and the filing of a post-effective amendment of the Company’s Form S-1 and such post-effective amendment being declared effective.
This Form 10-Q incorporates by reference the Form 8-K filed May 16, 2011 which discloses the closing of the Acquisition Agreement of May 10, 2011 between the Company and Fastfix, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
Statements in this Form 10-Q which are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause our actual results to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "intends," "anticipates" or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in our reports filed with the Securities and Exchange Commission.
We were organized as a vehicle to investigate and, if such investigation warrants, merge or acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On May 10, 2011, the Company closed with respect to an Acquisition Agreement dated as of May 10, 2011 entered into with Fastfix, Inc., a Delaware corporation.
Results of Operations
During the year ended December 31, 2009, we received a reimbursement of a portion of our expenses, which was disclosed as miscellaneous income – related parties, in the amount of $6,000 from each of Madison Acquisition Ventures, Inc. and Madison Venture Capital Group, Inc., two companies which are currently owned by the same shareholders as ourselves and which expect to derive benefits from the expenses which we have incurred to date. Because we did not have any business operations, we did not have any revenues during our fiscal year ended December 31, 2010. Total expenses for the years ended December 31, 2010 and 2009 were $9,199 and $7,890, respectively. We did not have any revenues or expenses for the quarter ended March 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
The March 31, 2011, financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses of $24,097 from inception through March 31, 2011. We did have any revenues from operations, with the exception of reimbursement of a portion of our expenses in 2009, which has been disclosed as miscellaneous income – related parties, in the amount of $6,000 from each of Madison Acquisition Ventures, Inc., and Madison Venture Capital Group, Inc., two companies which are currently owned by the same shareholders as ourselves and which expect to derive benefits from the expenses which we have incurred to date and, absent a merger or other combination with an operating company, or a public or private sale of our equity or debt securities, the occurrence of either of which cannot be assured, we will be dependent upon future loans or equity investments from our present stockholders or management, for which there is no existing commitment.
During the period from November 1, 2006 through December 31, 2006, $12,000 was raised by selling Common Stock. As of December 31, 2006, we had a cash balance of $10,290 and working capital of $10,290. During the twelve (12) months ended December 31, 2007, $9,000 was raised by selling Common Stock. As of December 31, 2010, we had a cash balance in an escrow account of $3,319, and working capital of ($3,097). As of December 31, 2010, we had liabilities of $6,416 . On September 30, 2009, we received a reimbursement of a portion of our expenses, which has been disclosed as miscellaneous income – related parties, in the amount of $6,000 from each of Madison Acquisition Ventures, Inc., and Madison Venture Capital Group, Inc., two companies which are currently owned by the same shareholders as ourselves and which expect to derive benefits from the expenses which we have incurred to date.
Commitments
We did not have any commitments which are required to be disclosed in tabular form as of March 31, 2011.
Off-Balance Sheet Arrangements
As of March 31, 2011, we were not a party to, or otherwise involved with, any off-balance sheet arrangements which would have had or were reasonably likely to have had a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information has been omitted, as the Company qualified as a smaller reporting company as of March 31, 2011.
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our principal executive and financial officers, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.
There was no change in our internal control over financial reporting identified during the period covered by this report which materially affected or were likely to materially affect our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
None as of March 31, 2011.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None as of March 31, 2011.
(b) None as of March 31, 2011.
(c) None as of March 31, 2011.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None as of March 31, 2011.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None as of March 31, 2011.
On May 10, 2011, the stockholders of the Company approved the Acquisition Agreement dated May 10, 2011 entered into with Fastfix, Inc., a Delaware corporation.
ITEM 5. OTHER INFORMATION
None as of March 31, 2011.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Form 8-K
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1.
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Filed Form 8-K on May 16, 2011, in which the Company discloses the closing of the Acquisition Agreement of May 10, 2011 between the Company and Fastfix, Inc.
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(b) Exhibits
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Exhibit Number
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Description
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3.1
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Articles of Incorporation (Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 on July 24, 2009 and incorporated herein by reference)*
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3.2
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By-Laws (Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 on July 24, 2009 and incorporated herein by reference)*
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31.01
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32.01
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____________
* Incorporated by reference to a previously filed exhibit or report.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Madison Enterprises Group, Inc.
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Date: May 23, 2011
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By:
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/s/ Craig Eckert
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Craig Eckert
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President, Chief Executive Officer and Principal Financial Officer
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