10-Q - MDEX - Equibles

Unitedstates

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-Q

(Mark One)

[X]	quarterly report under section 13 0r 15(d) of the securities exchange act of 1934

For the quarterly period ended March 31, 2020

[ ]	transition report under section 13 0r 15(d) of the securities exchange act of 1934

For the transition period from **________________________**to _______________________

Commissionfile number 000-51302

madisontechnologies inc.

(Exact name of registrant as specified in its charter)

Nevada	00-0000000
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
4448<br> Patterdale Drive, North Vancouver, BC	V7R<br> 4L8
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)
206-203-0474
---
(Registrant’s<br> telephone number, including area code)
n/a
---
(Former<br> 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).

[X]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<br> accelerated filer	[ ]	Accelerated<br> filer	[ ]
Non-accelerated<br> filer	[ ]	Smaller reporting company	[X]
(Do<br> 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).

[ ]Yes [X] No

Applicableonly 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 14, 2020
Common<br> Stock - $0.001 par value	18,057,565

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 2** |

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MADISONTECHNOLOGIES INC.

INTERIMFinancial Statements

MARCH31, 2020

(unaudited)

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 3** |

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MADISONTECHNOLOGIES INC.

(UNAUDITED)

TABLEOF Contents

FINANCIAL<br> STATEMENTS
Interim Balance Sheets	4
Interim Statements of Operations	5
Interim Statements of Stockholders’ Deficit	6
Interim Statements of Cash Flows	7
Notes to the Interim Financial Statements	8-11

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 4** |

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MADISONTECHNOLOGIES INC.

INTERIMBalance Sheets

**(**Unaudited)

			December<br> 31, 2019
ASSETS
CURRENT ASSETS
Cash	6,862		$	1,366
Prepaid<br> expenses	12,738			5,178
	19,600			6,544
Total Assets	19,600		$	6,544
LIABILITIES AND STOCKHOLDERS’<br> DEFICIT
CURRENT LIABILITIES
Accounts payable<br> and accrued liabilities	35,502		$	33,655
License fee payable<br> (Note 3)	33,500			33,500
Demand notes and<br> accrued interest payable (Note 4)	132,594			134,276
Convertible notes<br> payable (Note 5)	183,000			163,000
Related<br> party convertible loan (Note 6)	490			490
TOTAL LIABILITIES	385,086			364,921
STOCKHOLDERS’ DEFICIIT
Common Stock (Note<br> 7)
Par Value: 0.001
Authorized 500,000,000 shares
Issued and outstanding: 18,057,565<br> shares (Dec 31, 2019 – 18,057,565 shares)	18,057			18,057
Additional Paid<br> in Capital	197,845			197,845
Accumulated<br> deficit	(581,388	)		(574,279	)
Total<br> stockholders’ deficit	(365,486	)		(358,377	)
Total<br> liabilities and stockholders’ deficit	19,600		$	6,544

All values are in US Dollars.

Note 2 Going concern

See Accompanying Notes to the Interim Financial Statements.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 5** |

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MADISONTECHNOLOGIES INC.

INTERIMSTATEMENTS of Operations

(Unaudited)

	For<br> the three			For<br> the three
	months<br> ended			months<br> ended
	Mar<br> 31, 2020			Mar<br> 31, 2019
Revenues
Sales	$	754		$	806
Cost<br> of sales		(619	)		(613	)
Gross<br> Margin		135			193
Operating<br> expenses
General<br> and administrative		5,732			9,265
		5,732			9,265
Loss<br> before other expense		(5,597	)		(9,072	)
Other<br> items
Interest		(1,512	)		(1,530	)
Net<br> loss and comprehensive loss	$	(7,109	)	$	(10,602	)
Net<br> loss per share-Basic and diluted	$	(0.00	)	$	(0.00	)
Average<br> number of shares of common stock outstanding		18,057,565			16,757,565

See Accompanying Notes to the Interim Financial Statements.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 6** |

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MADISONTECHNOLOGIES INC.

interimStatementS of stockholders’ DEFICIT

(U****naudited)

					Additional
	Common				Paid<br> In		Shares		Accumulated
	Shares		Amount		Capital		Subscribed		Deficit			Total
Balance,<br> December 31, 2019		18,057,565	$	18,057	$	197,845	$	-	$	(574,279	)	$	(358,377	)
Net<br> loss for the period		-		-		-		-		(7,109	)		(7,109	)
Balance,<br> March 31, 2020		18,057,565	$	18,057	$	197,845	$	-	$	(581,388	)	$	(365,486	)

				Additional
				Paid<br> In		Shares		Accumulated
		Amount		Capital		Subscribed		Deficit			Total
Balance,<br> December 31, 2018	16,757,565	$	16,757	$	119,145	$	30,000	$	(532,016	)	$	(386,114	)
Shares subscribed<br> at 0.05 per share	-		-		-		20,000		-			20,000
Shares subscribed<br> at 0.05 per share	-		-		-		30,000		-			30,000
Net<br> loss for the period	-		-		-		-		(10,602	)		(10,602	)
Balance,<br> March 31, 2019	16,757,565	$	16,757	$	119,145	$	80,000	$	(542,618	)	$	(326,716	)

All values are in US Dollars.

See Accompanying Notes to the Interim Financial Statements.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 7** |

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MADISONTECHNOLOGIES INC.

interimStatementS of cash flows

(u****naudited)

	For<br> the three			For<br> the three
	months<br> ended			months<br> ended
	Mar<br> 31 2020			Mar<br> 31 2019
Cash<br> Flows from operating activities:
Net<br> loss for the period	$	(7,109	)	$	(10,602	)
Adjustments<br> to reconcile net loss to cash used in operating activities:
Accrued<br> interest on notes payable		1,512			1,530
Foreign<br> exchange on notes payable		(3,304	)		789
Changes<br> in assets and liabilities:
Accounts<br> payable and accruals		1,957			(11,884	)
Prepaid<br> expenses		(7,560	)		(9,000	)
Net<br> cash used in operating activities		(14,504	)		(29,167	)
Cash<br> Flows from financing activities:
Proceeds<br> from note payable	$	20,000		$	-
Shares<br> subscribed but not issued		-			50,000
Net<br> cash provided by financing activities		20,000			50,000
Net<br> increase (decrease) in cash		5,496			20,833
Cash,<br> beginning of period		1,366			2,543
Cash,<br> end of period	$	6,862		$	23,376
SUPPLEMENTAL<br> DISCLOSURE
Interest<br> paid	$	-		$	-
Taxes<br> paid	$	-		$	-

See Accompanying Notes to the Interim Financial Statements

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 8** |

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MADISONTECHNOLOGIES INC.

NOTESTO THE INTERIM FINANCIAL STATEMENTS

(Unaudited)

March31, 2020

Note1 Interim Reporting

While the information presented in the accompanying interim three month 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, 2019 annual 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, 2019 annual financial statements. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that can be expected for the year ended December 31, 2020.

Note2 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 changed its name from Madison Explorations, Inc. to Madison Technologies Inc. and effected the stock consolidation.

On September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute products into the United Kingdom and 43 other essentially European countries. The Company will be selling ballistic panels which are personal body armors, that conforms to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s plan of operations and sales strategy include online and social media marketing, as well as attending various tradeshows and conferences. As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis.

Effective December 31, 2016, the Company dissolved its wholly owned subsidiary, Scout Resources Inc. (“Scout”) and assumed all the debt that Scout owed.

These 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, 2020, the Company had not yet achieved profitable operations, had accumulated losses of $581,388 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.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 9** |

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Note3 Summary of Significant Accounting Policies

There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended December 31, 2019.

Note4 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.

Note5 License Agreement

The Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to sell Ballistic Panels in certain countries, essentially in Europe. The license is for a period of two years unless terminated and may be renewed for successive terms of two years each. The payment terms for the license is as follows:

1.	$10,000<br> payable within seven days after the effective date;
2.	An<br> additional $15,000 payable within 30 days after the effective date; and
3.	A<br> final payment of $25,000 payable within 90 days of the effective date.

At December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has recorded a total license amortization of $50,000.

As a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going forward, the agreement would be on a non-exclusive basis.

Note6 Demand Notes and Accrued Interest Payable

The Company has three notes payable. Each note is unsecured and payable on demand.

	March<br> 31, 2020		December<br> 31, 2019
Note payable bearing interest<br> at 8%	$	25,000	$	25,000
Accrued interest<br> there on		30,297		29,797
		55,297		54,797

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 10** |

| --- | --- | --- | | | | December<br> 31, 2019 | | | --- | --- | --- | --- | | Note payable bearing interest at 5% | | | | | (Debt is Canadian 30,000) | 21,127 | | 23,077 | | Accrued interest<br> there on | 13,732 | | 14,712 | | | 34,859 | | 37,789 |

All values are in US Dollars.

	March<br> 31, 2020		December<br> 31, 2019
Note payable bearing<br> interest at 12%		25,000		25,000
Accrued interest<br> there on		17,438		16,690
		42,438		41,690
Total debt and<br> interest payable	$	132,594	$	134,276

Interest accrued on the note bearing 8% interest was $500 for the three months ended March 31, 2020 (2019 - $500).

Interest accrued on the note bearing 5% interest was $264 for the three months ended March 31, 2020 (2019 - $282).

Interest accrued on the note bearing 12% interest was $748 for the three months ended March 31, 2020 (2019 - $748).

Note7 Convertible Notes Payable

As at March 31, 2020, there are ten 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 at five different conversion rates: $0.01 debt to 1 common share, $0.005 to 1 common share; $0.15 to 1 common share; $0.05 to 1 common share; and $0.04 to 1 common share. The effect that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect. A recap of convertible debt outstanding based on conversion rates is as follow:

		December<br> 31, 2019
Convertible at 0.01 debt<br> to 1 common share	85,000	$	85.000
Convertible at 0.005 debt to 1 common<br> share	30,000		10,000
Convertible at 0.015 debt to 1 common<br> share	25,000		25,000
Convertible at 0.05 debt to 1 common<br> share	23,490		23,490
Convertible at<br> 0.04 debt to 1 common share	20,000		20,000
	183,490	$	163,490

All values are in US Dollars.

Note8 Related Party Convertible Loan

In 2008, the current President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at October 23, 2018 was $261. The President advanced a further $229 (CAD $300) to cover out of pocket expenditures. On October 23, 2018, the Company entered into a convertible note payable with the President by combining the two advances to the aggregate amount of $490. The note payable is due on demand and may be convertible to common stock of the Company at $0.05 per share. There were no other related party transactions during the period ended March 31, 2020 or the year ended December 31, 2019. The loan has been included in Note 7 above.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 11** |

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Note9 Common Stock

On March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for gross proceeds of $30,000. This was issued during the period ended December 31, 2019.

On February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for gross proceeds of $20,000. This was issued during the period ended December 31, 2019.

On March 2, 2018, the Company completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for gross proceeds of $15,000. The shares were issued during the period ended December 31, 2019.

On February 16, 2018, the Company completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for gross proceeds of $15,000. The shares were issued during the period ended December 31, 2019.

On January 25, 2018, two convertible notes were converted into shares. One note for $25,000 was converted into 2,500,000 shares at $0.01 per share and the other note for $10,000 was converted into 2,000,000 shares at $0.005 per share.

On July 14, 2017, two convertible notes were converted into shares. One note for $25,000 was converted into 555,556 shares at $0.045 per share and the other note for $20,000 was converted to 400,000 shares at $0.05 per share.

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 11,302,009. 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 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).

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.

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.)

There are no shares subject to warrants or options as of March 31, 2020.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 12** |

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ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion of Madison Technologies Inc’s financial condition, changes in financial condition and results of operations for the three months ended March 31, 2020 should be read in conjunction with Madison’s unaudited consolidated financial statements and related notes for the three months ended March 31, 2020.

ForwardLooking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding Madison’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding Madison’s ability to carry out its planned exploration programs on its mineral properties. Forward-looking statements are made, without limitation, in relation to Madison’s operating plans, Madison’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which Madison competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports Madison files with the SEC. These factors may cause Madison’s actual results to differ materially from any forward-looking statement. Madison disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

GENERAL

Madison Technologies Inc. (“Madison”) is a Nevada corporation that was incorporated on June 15, 1998. Madison was initially incorporated under the name “Madison-Taylor General Contractors, Inc.” Effective May 24, 2004, Madison changed its name to “Madison Explorations, Inc.” by a majority vote of the shareholders. Effective March 9, 2015, Madison changed its name to “Madison Technologies Inc.,” by a majority vote of the shareholders. See Exhibit 3.3 – Certificate of Amendment for more details.

The board of directors of Madison currently consists of Joseph Gallo as the Chief Executive Officer, the Corporate Secretary and, the Chief Financial Officer of Madison. Please see Item 5.02 of the Form 8-K filed on September 8, 2016, May 31, 2017 and March 7, 2018 for information relating to these director and officer changes

On September 16, 2016 Madison entered into a material definitive agreement with Tuffy Packs, LLC to acquire an exclusive licensing agreement for the distribution of Tuffy Pack’s product line into the United Kingdom and 43 European countries. According to the terms and conditions of the product license agreement Madison will pay an aggregate amount of $50,000 for the exclusive license to distribute Tuffy Packs’ product line. Tuffy Packs manufactures a line of custom inserts that provide a level of personal protection from ballistic threats similar to what law enforcement officers wear daily as bulletproof vests. The ballistic panels conform to the National Institute of Justice (NIJ) Level IIIA threat requirements.

Please see Item 1.01 of the Form 8-K filed on September 19, 2016 for information relating to the Product License Agreement as well please see Item 1.01 and Item 2.01 of the Form 8-K filed on September 23, 2016 for information relating to the Product License Agreement and for a description of Madison’s business.

On September 26, 2016, Thomas Brady and Steven Cozine entered into a share purchase agreement for the purchase and sale of 3,088,500 shares in the capital of Madison for the purchase price of $1,000.00. Please see Item 5.01 of the Form 8K filed on October 3, 2016 and see Exhibit 10.1 – Share Purchase Agreement for information relating to the change in control of the registrant.

On October 12, 2016, Madison Technologies Inc. (“Madison”) received approval from Amazon Europe to begin sales of its Tuffy Pack line of products in the United Kingdom through the Amazon Marketplace. On October 14, 2016, Madison received approval from Amazon Europe to begin sales of its Tuffy Pack line of products in Germany, Italy, Spain and France through the Amazon Marketplace. As of October 21, 2016, Madison had completed its first sale through the Amazon Marketplace also on October 21, 2016 Madison ceased to be a shell company as defined in Rule 12b-2 of the Exchange Act. Please see Item 5.06 of the Form 8-K filed on October 21, 2016 for information relating to the change in shell status.

On May 26, 2017, Joseph Gallo consented to and was appointed as an additional director of Madison. Also, on May 26, 2017, Mr. Gallo consented to and was appointed the Chief Financial Officer of Madison by the board of directors. Please see item 5.02 of the Form 8-K filed on May 31, 2017 for information relating to the director and officer changes

On March 3, 2018 Thomas Brady passed away and Joseph Gallo consented to and was appointed the President and Chief Executive Officer of Madison by the board of directors. Please see item 5.02 of the Form 8-K filed on March 7, 2018 for information relating to the director and officer changes.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 13** |

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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.

Threemonths ended March 31, 2020 and March 30, 2019

Our net loss for the three-month period ended March 31, 2020 was $7,109 (2019: $10,602), which consisted of general and administration expenses and amortization. We generated $754 in revenue during three-month period in fiscal 2020 compared to $806 during the three-month period in 2019. The decrease in expenses in the current fiscal year relate to a decrease in both general and administrative expense and cost of sales related to our online store operations and the amortization of our Tuffy Pack license agreement obligations.

The weighted average number of shares outstanding was 18,057,565 for the three-month period ended March 31, 2020 and 16,757,565 for the three-month period ended March 30, 2019.

Liquidityand Capital Resources

Cashand Working Capital

As at March 31, 2020, Madison had cash of $6,862 and a working capital deficit of $365,486, compared to cash of $1,366 and working capital deficit of $358,377 as at December 31, 2019.

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 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, should Madison be unable to do so. To continue 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

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 14** |

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NetCash Used in Operating Activities

Madison used cash of $14,504 in operating activities during the first three months of fiscal 2020 compared to cash used of $29,167 in operating activities during the same period in the previous fiscal year. The reduction in cash used in operating activities was principally a result of paying or not paying accounts that were due.

NetCash Provided (Used in) Investing Activities

Net cash used in investing activities was nil for the first three months of fiscal 2020 as compared with cash flow from investing activities of nil for the same period in the previous fiscal year.

NetCash Provided by Financing Activities

Net cash flows provided by financing activities were $20,000 for the first three months of fiscal 2020, from proceeds of a convertible note payable. Madison generated $50,000 from financing activities during the first three months of fiscal 2019.

Planof Operation

Our plan of operation is to continue to deliver the Tuffy Pack licensed products into the European and UK retail and wholesale markets via the use of online market and fulfillment services including but not limited to Amazon.eu, eBay and Ecwid. By implementing these companies’ services Madison will be able to establish a reliable supply chain that will receive delivery of the Licensed Products, warehouse the Licensed Products, package the Licensed Package as per each customer order, and ship the Licensed Products to the customer efficiently and cost effectively.

Payments to be made under Product License Agreement of $50,000. At the date of this filing Madison has paid payments of $16,500 of the $50,000. The company anticipates continued payments will be made under its Product License Agreement of $33,500.

Madison sales strategy is to develop online exposure through the use of social media marketing and sending demo packs of the Licensed Products to both online bloggers and established gun owner clubs. The demo packs will include both new products as well as examples of the products that have been tested and exposed to gunfire to demonstrate the products effectiveness.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 15** |

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Off-balanceSheet 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.

GoingConcern

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.

FutureFinancings

Management anticipates continuing to rely on equity sales of Madison’s common stock in order to continue to fund its business operations. Issuances of additional common stock will result in dilution to Madison’s existing stockholders. There is no assurance that Madison will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.

MaterialCommitments for Capital Expenditures

At March 31, 2020 Madison had an outstanding liability of $33,500 owing to Tuffy Packs LLC for the purchase of the Product Licensing agreement. As of the date of this filing Madison is in arrears $33,500 according to the Product Licensing Agreement. Please see Exhibit 10.5 Product License Agreement dated March 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc.

TabularDisclosure of Contractual Obligations

Madison is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

CriticalAccounting Policies

Madison’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of Madison’s financial statements is critical to an understanding of Madison’s financial statements.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 16** |

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Useof Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. Madison regularly evaluates estimates and assumptions related to the recovery of long-lived assets, donated expenses and deferred income tax asset valuation allowances. Madison bases its estimates and assumptions on current facts, historical experience and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Madison may differ materially and adversely from Madison’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

ITEM3. 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.

ITEM4. CONTROLS AND PROCEDURES.

Evaluationof Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in Madison’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including Madison’s President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the President and the Chief Financial Officer, of the effectiveness of Madison’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2020.

Based on the evaluation and the identification of the material weaknesses in Madison’s internal control over financial reporting, as described in its Form 10-K for the year ended December 31, 2009, the President and the Chief Accounting Officer concluded that, as of March 31, 2020, Madison’s disclosure controls and procedures were effective.

Changesin Internal Controls over Financial Reporting

There were no changes in Madison’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2020, that materially affected, or are reasonably likely to materially affect, Madison’s internal control over financial reporting.

Limitationson the Effectiveness of Controls and Procedures

Management, including our President and Chief Financial Officer, does not expect that Madison’s controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 17** |

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PartII – Other Information

ITEM1. 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.

ITEM1A. 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.

ITEM2. 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.

ITEM3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM5. OTHER INFORMATION

No report required.

| **Form 10-Q - Q1** | **Madison Technologies Inc.** | **Page 18** |

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ITEM6. 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
3.3	Certificate<br> of Amendment dated March 9, 2015, filed as an Exhibit to Madison’s current report on Form 8-K filed March 11, 2015, and<br> incorporated herein by reference	Filed
10.5	Product License Agreement dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc. filed as an exhibit to Madison’s Form 8-K (Current Report) filed on September 19, 2016, and incorporated herein by reference	Filed
		.
10.1	Share Purchase Agreement dated September 26, 2016 between Thomas Brady and Steve Cozine filed as an exhibit to Madison’s Form 8-K filed on October 3, 2016, and incorporated herein by reference.	Filed
31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32.1	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 19** |

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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:<br> May 18, 2020	By:	*/s/ Joseph Gallo** :*
		Name:	Joseph Gallo
		Title	President
		(Principal Executive Officer)

Exhibit31

madisonTechnologies, Inc.

CERTIFICATIONSPURSUANT TO

SECTION302 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, 2020 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:<br> May 18, 2020
/s/ Joseph Gallo
Joseph<br> Gallo
President

madisonTechnologies, Inc.

CERTIFICATIONSPURSUANT TO

SECTION302 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, 2020 of Madison Technologies, Inc.;

(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:<br> May 18, 2020
/s/ Joseph Gallo
Joseph<br> Gallo
Chief<br> Financial Officer

Exhibit32

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Gallo, President, President of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Joseph Gallo
---
Joseph<br> Gallo
President
May<br> 18, 2020

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Gallo, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Joseph Gallo
---
Joseph<br> Gallo
Chief<br> Financial Officer
May<br> 18, 2020