Madison Enterprises Group, Inc. - FORM 10-Q/A

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Madison Enterprises Group, Inc.	Financial_Report.xls
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/A

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

For the quarterly period ended June 30, 2011

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)

Delaware		20-8380322
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

330 Madison Avenue

New York, NY 10017

(Address of principal executive offices) (Zip Code)

212-330-8053

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). Yes x No o

3,206,233 shares of the registrant's Common Stock, $0.001 per share, were outstanding as of March 30, 2012.

Table of Contents

EXPLANATORY NOTE - AMENDMENT

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 of Madison Enterprises, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 22, 2011 (the “Form 10-Q”) is to provide updated financials as well as an updated Management’s Discussion and Analysis section.

Table of Contents

PART I FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	1
	Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010	F-1
	Statements of Operations for the Three Months Ended June 30, 2011 and 2010 (Unaudited)	F-3
	Statements of Changes in Stockholders’ Equity as of June 30, 2011 (Unaudited)	F-4
	Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)	F-6
	Notes to Financial Statements	F-8

Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	3
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	4
Item 4T.	Controls and Procedures	4

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3.	Defaults upon Senior Securities	4
Item 4.	Submission of Matters to a Vote of Security Holders	4
Item 5.	Other Information	4
Item 6.	Exhibits and Reports on Form 8-K	5

Signatures		6

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

(A Development Stage Company)

FINANCIAL STATEMENTS

For the Periods ending June 30, 2011 and 2010

Table of Contents

C O N T E N T S

Balance Sheet	F-1

Statements of Operations	F-3

Statements of Stockholders’ Equity (Deficit)	F-4

Statements of Cash Flows	F-6

Notes to the Financial Statements	F-8

Table of Contents

MADISON ENTERPRISES GROUP INC AND SUBSIDIARY

(A Development Stage Company)

BALANCE SHEET

	As at			As at
	Jun 30, 2011			Dec 31, 2010
ASSETS
CURRENT ASSETS:
Cash at bank	$	40		$	-

Total Current Assets		40			-

FIXED ASSETS:
Software built-in-house		273,900			273,900
Accumulated depreciation		(252,525	)		(239,333	)

Total Fixed Assets		21,375			34,567

OTHER ASSETS:
Goodwill on acquisition		152,725			-
Cash in escrow		3,319			-

Total Other Assets		156,044			-

Total Assets	$	177,459		$	34,567

The accompanying notes are an integral part of these financial statements

F-1

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MADISON ENTERPRISES GROUP INC AND SUBSIDIARY

(A Development Stage Company)

BALANCE SHEET

	As at Jun 30, 2011			As at Dec 31, 2010
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
A/P – Related Parties	$	6,416		$	-
A/P - Others		5,439			3,500
Accrued Compensation		32,000			-
Due on acquisition		150,000			-

Total Current Liabilities		193,855			3,500

LONG TERM LIABILITIES:
Loans from shareholders		7,988			3,442

Total Long Term Liabilities		7,988			3,442

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value; 100,000,000 shares authorized and 2,821,033 (as part of acquisition agreement dated May 10, 2011), and 1,500 shares (before acquisition) at par value $0 per share, authorized, issued and outstanding at June 30, 2011 and December 31, 2010 respectively		2,821			-
Additional paid-in capital		395,979			398,800
Accumulated net income (loss) since inception		(422,812	)		(371,175	)
Non-Controlling-Interest (NCI)		(372	)		-

Total Stockholders' Equity		(24,384	)		27,625

Total Liabilities and Stockholders' Equity	$	177,459			34,567

The accompanying notes are an integral part of these financial statements

F-2

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MADISON ENTERPRISES GROUP, INC and SUBSIDIARY

(A Development Stage Company)

STATEMENT OF OPERATIONS

	For the Three Months ending						For the Six Months ending						From
	Jun 30, 2011			Jun 30, 2010			Jun 30, 2011			Jun 30, 2010			Inception to
													June 30, 2011
	$			$			$			$			$

REVENUES:
Revenues		-			-									-


EXPENSES:
General and administrative Expenses		30,445			-			38,445			-			170,287
Depreciation and amortization		6,596			21,925			13,192			43,850			252,525

Total Expenses		37,041			21,925			51,637			43,850			422,812

Operating Income		(37,041	)		(21,925	)		(51,637	)		(43,850	)		(422,812	)

OTHER INCOME (EXPENSES):
Interest Income (Expense), net		-			-			-			-			-

Total Other Income (Expenses), net		-			-			-			-			-

Net Income (Loss)		(37,041	)		(21,925	)		(51,637	)		(43,850	)		(422,812	)

Income Taxes		-			-			-			-			-

Net Income (Loss) after Income Taxes		(37,041	)		(21,925	)		(51,637	)		(43,850	)		(422,812	)


Earnings per common share		(0.02	)		(29.39	)		(0.06	)		(58.78	)

Weighted average number of common shares		1,595,149			746			811,532			746

The accompanying notes are an integral part of these financial statements

F-3

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

	Common Stock # of shares		Amount at par value $0 till 5/10/11		APIC		Retained Earnings / Accum. Deficit			Total Equity
	#		$ 0.001		$		$			$

Balance, December 31, 2006		-		-		-		(32,287	)		(32,287	)

12/31/07 Issuance of Common stock Founder shares		624		-		-					-

12/31/07 Issuance of Common stock for services		30		-		94,250		-			94,250

12/31/07 Issuance of Common stock for Exp before incorporation		10		-		32,000		-			32,000

12/31/07 Issuance of Common stock for software building		62		-		194,750		-			194,750

12/31/07 Rounding Adjustment		-		-		-		-			-

12/31/07 Net Income (Loss) for the year		-		-		-		(94,511	)		(94,511	)

Balance, December 31, 2007		726		-		321,000		(126,798	)		194,202

12/31/08 Issuance of Common stock for software building		5		-		15,000		-			15,000

12/31/08 Issuance of common stock for supporting software projects		13		-		40,250		-			40,250

12/31/08 Net Income (Loss) for the year		-		-		-		(65,435	)		(65,435	)

Balance, December 31, 2008		744		-		376,250		(192,233	)		184,017

12/15/09 Issuance of Common stock for software building		2		-		10,550					10,550

12/15/09 Issuance of Common stock for services		-		-		700					700

12/31/09 Net Income (Loss) for the year		-		-		-		(85,478	)		(85,478	)

Balance, December 31, 2009		746		-		387,500		(277,711	)		109,789

The accompanying notes are an integral part of these financial statements

F-4

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

	Common Stock # of shares			Amount at par value $0 till 5/10/11		APIC			Retained Earnings / Accum. Deficit			Total Equity
	#			$ 0.001		$			$			$
09/30/10 Issuance of Common stock for software building		2			-		10,800						10,800

12/31/10 Issuance of Common stock for services		751			-		500			-			500

12/31/10 Rounding adjustments		1			-		-			-			-

12/31/10 Net Income (Loss) for the year		-			-		-			(93,464	)		(93,464	)

Balance, December 31, 2010		1,500			-		398,800			(371,175	)		27,625

03/31/11 Net Income (Loss) for the quarter		-			-		-			(14,596	)		(14,596	)

Balance, March 31, 2011		1,500			-		398,800			(385,771	)		13,029

5/10/2011 Exchange - FFI		(1,498	)		-		83,793			-			83,793

5/10/2011 Un-Exchanged shares - FFI		2			-		482,593			(385,771	)		96,823

5/10/2011 Exchange - Madison		2,821,033			2,821		(2,821	)		-			-

Balance, May 10, 2011		2,821,033			2,821		479,772			(385,771	)		96,823

06/30/11 Net Income (Loss) for the quarter		-			-		-			(37,041	)		(37,041	)

Balance, June 30, 2011		2,821,033			2,821		479,772			(422,812	)		59,781

The accompanying notes are an integral part of these financial statements

F-5

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the periods ended June 30, 2011 and 2010

	For the Six months ended						From Inception to
	June 30, 2011			June 30, 2010			June 30, 2011
Cash Flows from Operating Activities:
Net Income	$	(51,637	)	$	(43,850	)	$	(422,812	)

Adjustments to reconcile net income to net cash from operating activities:
Depreciation		13,192			43,850			252,525
Stock issued for services		-			-			127,450
(Increase) decrease in operating assets
Increase (decrease) in operating liabilities
Accrued compensation		32,000			-			32,000
Accounts payable - others		1,939			-			5,439
Rounding adjustments		(01	)		-			1

Net Cash provided by Operating Activities		(4,507	)		-			(5,398	)

Cash Flows from Investing Activities:
In-house-software built		-			-			(2,550	)

Net Cash provided by Investing Activities		-			-			(2,550	)

Cash Flows from Financing Activities:
Loans from shareholders		4,547			-			7,988

Net Cash provided by Financing Activities		4,547			-			7,988

Net increase (decrease) in cash and cash equivalents		40			-			40

Cash and cash equivalents at the beginning of period		-			-			-

Cash and cash equivalents at the end of period		40			-			40

The accompanying notes are an integral part of these financial statements

F-6

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the periods ended June 30, 2011 and 2010

	For the Six months ended					From Inception to
	June 30, 2011			June 30, 2010		June 30, 2011
Supplemental Information:
Non-Cash Investing & Financing activities
Software built-in-house additions		-			-		(271,350	)
Common stock issued for software building		-			-		271,350

Reverse Acquisition transactions
Assets acquired Cash in escrow		(3,319	)		-		(3,319	)
Liabilities assumed AP - related parties		6,416			-		6,416
Due to Madison shareholders		150,000			-		150,000
Goodwill on acquisition		(152,725	)		-		(152,725	)
NCI		(372	)		-		(372	)

The accompanying notes are an integral part of these financial statements

F-7

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

Fastfix Inc (the Company) was incorporated on July 21, 2005 under the laws of the State of Delaware to engage in any lawful act or activity.

Significant progress has been made in several areas since forming the vision back in 1999-2000. This breakthrough software solution preliminary version was hosted at http://fastfixinc.cust.flarenetworks.com for over one year during 2001-2002. High-level strategic conceptual framework for the entire global trade infrastructure, encompassing all three distinct market segments, was fully finalized in March 2009. Currently our web site http://www.fastfixinc.com site is hosting many completed parts of the solution.

Further Technology developments and fine tuning of certain key features is in progress. Our unique process and methodology has USPTO # 10/908,753 patent pending status and was granted express permission from USPTO for global / international patent filings.

b. U.S. GAAP

The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles.

NOTE 2. PROPERTY AND EQUIPMENT

The Company engaged the services of an Information Technology Company to develop and maintain the website with the unique features to represent the Company's goals and aspirations in reaching and serving its global customers, and recognized the value of the asset Software Built-in-House based on the billings of the IT Company. By this period, a significant part of the asset has been built enabling us to attract potential investors and clients and we are in the process of developing other important modules also.

The cost of the asset, valued on the above basis, and the accumulated depreciation thereof are as follows:

	For the quarter ending June 30,
	2011			2010
Cost recognized	$	273,900		$	263,100
Accumulated depreciation		(252,525	)		(193719	)

Carrying value		21,375			69,381

F-8

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

NOTE 3. EARNINGS PER COMMON SHARE

Basic earnings per common share are computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. As of June 30, 2011 and 2010, the Company had 2,824,800 (as exchanged per acquisition agreement dated May 10, 2011) and 49,675,027 weighted average number of common shares respectively.

NOTE 4. TRANSACTIONS WITH RELATED PARTIES

The Company uses the services of MS Acctek Inc, which is controlled by the Company's CFO ; since the pre-incorporation years, beginning 2002. The Company has issued a total of 21 common shares for a total amount of $65,250 for services rendered periodically since 2002.

The Company has entered into a retainer agreement with Mintz & Fraade, P.C., a stockholder of the Company, to act as the Company’s legal counsel. In consideration for its legal services rendered and to be rendered pursuant to its retainer agreement with the Company, Mintz & Fraade, P.C. shall receive $100,000 payable from 50% of the first $200,000 received after the first $300,000 received from any source including, but not limited to: (A) the sale of shares of the Company to the public pursuant to a Registration Statement or (B) the sale of shares of the Company pursuant to a Private Placement Memorandum.

NOTE 5. COMMON STOCK ISSUANCE

As of June 30, 2011, 50,000,000 shares of the Company’s common stock was authorized with a par value of $0.001 per share. The Company has 3,206,233 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 December 31, 2011, the Board of Directors issued 3,206,233 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.

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

NOTE 6. SUBSEQUENT TRANSACTIONS

Madison Enterprises Group, Inc. (“Madison”, "We", "Us", "Our" or the "Company"), a Delaware corporation, on May 10, 2011, 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, Madison agreed to acquire up to 100 %of the issued and outstanding shares of common stock of Fastfix from the stockholders of Fastfix (the “Fastfix Stockholders”) in exchange for up to 2,824,800 shares of the common stock of Madison. Pursuant to the Acquisition Agreement, the Fastfix stockholders unable to deliver their shares of Fastfix Common Stock to Madison at the Closing were required to deliver such shares on or prior to June 9, 2011. The June 9, 2011 deadline was extended several times.

Madison agreed to issue a pro rata amount of the 2,824,800 shares to each of the Fastfix Stockholders who transfers his, hers, or its shares to Madison. As provided by the Acquisition Agreement, Madison agreed to acquire from the Fastfix stockholders99,658,626 shares which were issued and outstanding of the 100,000,000 shares authorized. It was subsequently determined that only 1500 shares were authorized. Therefore, all calculations of shares owned by the Fastfix stockholders have been adjusted to reflect a total of 1500 shares issued and outstanding immediately prior to the Acquisition Agreement.At the Closing, Madison received 1,375 shares constituting 91.66% of the issued and outstanding common stock of Fastfix from Fastfix Stockholders and issued 2,589,111 shares constituting 80.66% of the issued and outstanding shares of Madison’s Common Stock. This exchange of shares represented a change of control of Madison from the stockholders of Madison to the Fastfix Stockholders (the “Acquisition”). Subsequent to the Closing through the date hereof, Madison received an additional 123 shares constituting 8.2% of the issued and outstanding common stock of Fastfix from Fastfix Stockholders and issued 212,634 shares of Madison’s Common Stock to those Fastfix Stockholders. Accordingly, an aggregate of 1498 shares constituting 99.87% of the issued and outstanding common stock of Fastfix have been received from Fastfix Stockholders and 2,821,033 shares of Madison’s Common Stock constituting 87.882% of Madison’s Common Stock issued and outstanding were issued to Fastfix’s shareholders.

The percentages set forth in the preceding paragraph do not include the shares which we redeemed 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 us for redemption 2,824,800 shares of Madison'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 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, 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 Madison Common Stock shall have been paid for.

Pursuant to the Acquisition Agreement, only one Fastfix Stockholder who owns 2 shares representing 0.13% of Fastfix’s issued and outstanding shares prior to the Closing has failed to transfer his Fastfix shares to Madison and did not receive 3,767 shares which constitutes 0.8% of Madison’s Common Stock issued and outstanding.

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

Pursuant to the Acquisition Agreement as amended, the parties agreed that subsequent to the Closing Madison 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 Madison 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, Management determined 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. Management has not increased the number of authorized shares of Common Stock nor increased the number of shares pursuant to the above stated provisions nor changed its name to Fastfix, Inc. as of this date.

The Company has agreed to issue after the Closing 10,000,000 shares of anti-dilutive Preferred Stock to the stockholders as of June 9, 2011 on a pro rata basis. These shares shall be convertible into Common Stock at a rate of five shares of Common Stock for every one share of Preferred Stock. The Preferred Stock shall not be convertible:

(i) during the first 12 months or during a financing transaction;

(ii) until the Company is trading on the Pink Sheets or any exchange; and

(iii) revenues of $1,000,000 must have been received during a period of 12 consecutive months prior to such conversion.

The Preferred Shares have not been issued as of this date.

Shares of Preferred Stock shall be entitled to vote on an “as-converted to common stock basis.” Conversion shall not be affected by reverse stock splits. For example, if the Company makes a reverse split and 100,000,000 shares of Common Stock outstanding are reduced to 20,000,000 shares, the 10,000,000 shares of Preferred Stock will continue to be convertible into 50,000,000 shares of Common Stock.

Pursuant to the terms of the Acquisition Agreement, the Company shall enter into employment agreements with each of Craig Eckert and Vijaya Iswara for a period of three years each, with a base salary of $96,000 per year for each of them. Salaries will not commence until after the Company has raised in excess of $500,000. Mr. Eckert’s salary will accrue as of March 1, 2011; the accrual will be paid out of a percentage of future revenues to be agreed upon.

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MADISON ENTERPRISES GROUP, INC AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

Deep Sea Logistics, Inc. and Mr. Iswara have agreed to enter into an agreement with the Company which shall provide as follows:

i. Mr. Iswara as the sole owner of Deep Sea Logistics, Inc., shall agree to pay off the Deep Sea Logistics, Inc. outstanding judgments and provide an undertaking that he shall obtain satisfactions of the judgments. Mr. Iswara shall further authorize FastFix and/or any stockholder of FastFix to pay off the judgments. Such judgments aggregate approximately $100,000. 100,000 shares of stock of FastFix shall be held in escrow by Mintz & Fraade, P.C. until all claims are satisfied.

ii. FastFix shall have the right to withhold 10% of the first $100,000 of Mr.

iii. Iswara’s annual compensation and 25% of any compensation above $100,000 for the benefit of FastFix or the stockholders who pay such judgments. The unpaid balance shall be due in five (5) years at which time FastFix or the stockholders could sell the stock held in escrow to satisfy any unpaid amount.

iv. A similar structure shall be utilized with respect to judgments and claims againstMr. Iswara. Such judgments aggregate approximately $50,000.

Mr. Iswara has agreed that he and Deep Sea Logistics, Inc. will not engage in any business activities other than through the Company.

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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 June 30, 2011.

LIQUIDITY AND CAPITAL RESOURCES

The June 30, 2011, financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses of $37,041 from inception through June 30, 2011. We did not have any revenues from operations.

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 June 30, 2011.

Off-Balance Sheet Arrangements

As of June 30, 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.

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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 June 30, 2011.

ITEM 4. 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 June 30, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to the Acquistion Agreement dated May 10, 2011 we acquired an aggregate of one thousand four hundred ninety eight (1,498) shares of Fastfix Common Stock in exchange for two million eight hundred twenty one thousand thirty three (2,821,033) shares of the Madison Common Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None as of June 30, 2011.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None as of June 30, 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 June 30, 2011.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Form 8-K

1.	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.

(b) Exhibits

Exhibit Number		Description

31.01		Certification of President, Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01		Certification of President, Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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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.

	Madison Enterprises Group, Inc.

Date: April 16, 2012	By:	/s/ Craig Eckert
		Craig Eckert
		President, Chief Executive Officer and Principal Financial Officer

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Attached files

Madison Enterprises Group, Inc. Reports

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