VBVT / Viabuilt Ventures Inc. - Документы SEC, Годовой отчет, Доверенное заявление

- 15-15D

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: May 31, 2021 Estimated average burden hours per response......... 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHAN

Resignation of Thomas Wenz as Officer and Director

EX-17.2 4 vbvtex172.htm RESIGNATION LETTER EXHIBIT 17.2 RESIGNATION OF OFFICER AND DIRECTOR To The Board of Directors of Viabuilt Ventures, Inc.: I hereby resign as Secretary and Director of Viabuilt Ventures, Inc., effective immediately. This resignation is for personal business reasons and not as a result of any dispute with the Company, its financial statements, or its reports as filed the U.S.

Share Exchange Agreement, dated June 30, 2020, between Viabuilt Ventures, Inc. and William Shawn Clark.

EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of June, 2020, by and between VIABUILT VENTURES, INC., a Nevada corporation (“Viabuilt”), and WILLIAM SHAWN CLARK (“Clark”). In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows: ARTICLE ON

Resignation of William Shawn Clark as Officer and Director

EX-17.1 3 vbvtex171.htm RESIGNATION LETTER EXHIBIT 17.1 RESIGNATION OF OFFICER AND DIRECTOR To The Board of Directors of Viabuilt Ventures, Inc.: I hereby resign as President and Director of Viabuilt Ventures, Inc., effective immediately. This resignation is for personal business reasons and not as a result of any dispute with the Company, its financial statements, or its reports as filed the U.S.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 VIABUILT VENTURES, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-188753 84-3218236 (State or other jurisdiction of incorporation) (Commission File N

Share Exchange Agreement, dated September 1, 2019, between Viabuilt Ventures, Inc. and Firetainment, Inc., as amended

EXHIBIT 2.1 AMENDED SHARE EXCHANGE AGREEMENT THIS AMENDED SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of September, 2019, and Amends the previous Agreement dated the 25th day of March, 2019, by and between VIABUILT VENTURES, INC., a Nevada corporation (“Viabuilt”), and FIRETAINMENT, INC., a Florida corporation (“Firetainment”). In consideration of the pre

2019 Incentive Compensation Plan.

EXHIBIT 10.1 VIABUILT VENTURES, INC. 2019 INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of the 2019 Incentive Compensation Plan of Viabuilt Ventures Inc. is to further align the interests of employees, directors and non-employee Consultants with those of the stockholders by providing incentive compensation opportunities tied to the performance of the Common Stock and by promoting increased o

Form of Class “A” Common Stock Purchase Warrant.

EX-10.3 5 vbvt103.htm COMMON STOCK PURCHASE WARRANT EXHIBIT 10.3 VIABUILT VENTURES, INC. CLASS “A” COMMON STOCK PURCHASE WARRANT CERTIFICATE THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND

September 30,

EXHIBIT 99.2 Firetainment Inc. Balance Sheets (Unaudited) September 30, 2019 December 31, 2018 ASSETS CURRENT ASSETS Cash $ 30,340 $ 7,189 Accounts receivable, net 17,038 11,119 Inventory 65,424 66,331 Other current assets 4,524 7,626 Total Current Assets 117,326 92,265 FIXED ASSETS, NET 76,019 17,370 TOTAL ASSETS $ 193,345 $ 109,635 LIABILITIES AND STOCKHOLDERS DEFICIT CURRENT LIABILITIES Line of

Firetainment Nine Months

EX-99.3 8 vbvt993.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EXHIBIT 99.3 Pro-Forma Financial Information The following unaudited pro-forma data provides the balance sheet as of December 31, 2018 and summarizes the result of the operations for the nine months ended September 30, 2019 as if the acquisition of Firetainment, Inc. had been completed on January 1, 2018. The pro-for

Form of Employment Agreement between Viabuilt Ventures, Inc. and William Shawn Clark

EX-10.2 4 vbvt102.htm FORM OF EMPLOYMENT AGREEMENT EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of October 31, 2019, by and between Firetainment, Inc., a corporation organized under the laws of the State of Florida (hereafter referred to as "Employer") and William Shawn Clark, an individual (hereafter referred to as "Employee"). In consideration of the mutual covenants here

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 6 vbvt991.htm FINANCIAL STATEMENTS EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Firetainment, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Firetainment, Inc. as of December 31, 2018 and 2017, and the related statements of operations, stockholder’s equity, and cash flows for

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 vbvt8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2019 VIABUILT VENTURES, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-188753 84-3218236 (State or other jurisdiction of inc

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 VIABUILT VENTURES I

VBVT / Viabuilt Ventures Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 CUSIP NUMBER NOTIFICATION OF LATE FILING 558440202 (Check one): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

VBVT / Viabuilt Ventures Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 VIABUILT VENTURES INC. (

VBVT / Viabuilt Ventures Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 vbvtnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 CUSIP NUMBER NOTIFICATION OF LATE FILING 558440202 (Check one): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transit

VBVT / Viabuilt Ventures Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 Commission File No. 333-188753 VIABUILT VENTURES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

VBVT / Viabuilt Ventures Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 CUSIP NUMBER NOTIFICATION OF LATE FILING 558440202 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 VIABUILT VENTURES, INC. (Exact name of registrant as specified in its charter) (Formerly: Madison Ventures, Inc.) Nevada 333-188753 (State or other jurisdiction of inco

VIABUILT VENTURES, INC. AGREES TO ACQUIRE FIRETAINMENT, INC.

EXHIBIT 99.1 FOR IMMEDIATE RELEASE VIABUILT VENTURES, INC. AGREES TO ACQUIRE FIRETAINMENT, INC. Orlando, FL.- Viabuilt Ventures, Inc. (OTC Pink: VBVT) announced today that it had entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire 100% of the capital stock of Firetainment, Inc. This transaction is expected to close on or before May 31, 2019, upon completion of t

Share Exchange Agreement dated March 27, 2019

EX-10.1 2 vbvtex101.htm SHARE EXCHANGE AGREEMENT EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 27th day of March, 2019, by and between VIABUILT VENTURES, INC., a Nevada corporation (“Viabuilt”), and FIRETAINMENT, INC., a Florida corporation (“Firetainment”). In consideration of the premises and the mutual terms and provisi

VBVT / Viabuilt Ventures Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 VIABUILT

VBVT / Viabuilt Ventures Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440202 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2018 Viabuilt Ventures Inc. (Exact name of registrant as specified in its charter) Nevada 333-188753 None (State or other jurisdiction (Commission File (IRS Employer of in

Convertible Promissory Note dated December 26, 2018.

EX-10.1 2 vbvtex101.htm CONVERTIBLE PROMISSORY NOTE VIABUILT VENTURES INC. Convertible Promissory Note REGISTERED NOTE HOLDER: THOMAS WENZ This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of certain states. These securities have been acquired for investment and may not be transferred or sold in the absence of an effe

VBVT / Viabuilt Ventures Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 VIABUILT

MAVT / Madison Ventures Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440202 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2018 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transitio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2018 Viabuilt Ventures Inc. (Exact name of registrant as specified in its charter) Nevada 333-188753 None (State or other jurisdiction (Commission File (IRS Employer of inc

Certificate of Amendment filed with the Secretary of State of the State of Nevada on October 11, 2018.

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2018 Viabuilt Ventures Inc. (Exact name of registrant as specified in its charter) Nevada 333-188753 None (State or other jurisdiction of incorporation) (Commission File Num

Certificate of Amendment filed with the Secretary of State of Nevada on October 3, 2018 and which is effective October 9, 2018.

EX-3.2 3 mdsvex32.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.2

Certificate of Change filed with the Secretary of State of Nevada on October 2, 2018 and which is effective October 9, 2018.

EX-3.1 2 mdsvex31.htm CERTIFICATE OF CHANGE EXHIBIT 3.1

MAVT / Madison Ventures Inc. FORM 10-Q (Quarterly Report)

10-Q 1 mdsv10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

MAVT / Madison Ventures Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 Commission File No. 333-188753 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. E

MAVT / Madison Ventures Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 5, 2018 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada 333-188753 None (State or other jurisdiction (Commission File (IRS Employer of incorpor

MAVT / Madison Ventures Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON

MAVT / Madison Ventures Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON VENTU

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2018 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada 333-188753 n/a (State or other jurisdiction of incorporation) (Commission File Number

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2018 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada 333-188753 n/a (State or other jurisdiction of incorporation) (Commission File Number

Security Exchange and Reorganization Agreement, dated April 23rd, 2018.

EXHIBIT 1.1 PLAN OF REORGANIZATION AND AGREEMENT OF SECURITIES EXCHANGE between MADISON VENTURES INC. and FIRETAINMENT INC. Dated as of April 23, 2018 1 THIS PLAN OF REORGANIZATION AND AGREEMENT OF SECURITIES EXCHANGE (this “Agreement”) is made and entered into as of the 23rd day of April 2018, by and between Madison Ventures Inc., a Nevada corporation (the “Purchaser” or “MVI”) and Firetainment I

MAVT / Madison Ventures Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 Commission File No. 333-188753 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. E

Madison Ventures NT 10-K

mdsvnt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 CUSIP NUMBER NOTIFICATION OF LATE FILING 558440202 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on For

Madison Ventures FORM 10-Q (Quarterly Report)

mdsv10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-1887

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440202 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

mdsv8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2017 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada 333-188753 n/a (State or other jurisdiction of incorporation) (Commissio

Letter dated February 7, 2017 from PLS CPA, A Professional Corp

EX-16.1 2 mdsvex161.htm LETTER FROM PLS CPA, A PROFESSIONAL CORP. EXHIBIT 16.1 PLS CPA, A PROFESSIONAL CORP. t 4725MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t t TELEPHONE (858)722-5953 t FAX (858) 858-761-0341 t FAX (858) 433-2979 t E-MAIL [email protected] February 7, 2017 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7561 Re: Madison Venture, Inc. Dear Mada

Madison Ventures FORM 10-Q (Quarterly Report)

mdsv10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440202 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on

Madison Ventures FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON VENTU

Madison Ventures FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON VENTU

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440102 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form

SERVICE AGREEMENT

mdsvex103.htm EXHIBIT 10.3 SERVICE AGREEMENT This service agreement is made and entered this day of 2016by and between Madison Ltd. whose address is Ha`etzel 9, Ramat-Gan, Israel (hereinafter: "the Company") and Barcelona Boosting Business SL (B 66271586), whose address is: Paseo Bonanova 105, 3?3?, 08017 Barcelona (hereinafter: "BBB" or "BBB"). The Company and BBB may be referred to herein indivi

Madison Ventures FORM 10-K (Annual Report)

mdsv10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2016 Commission File No. 333-188753 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada None (State or other jurisdiction of incorporation or organizatio

Madison Ventures NT 10-K

mdsvnt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440102 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on For

Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on April 13, 2016)

mdsvex31.htm EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

mdsv8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 11, 2016 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission File

Madison Ventures FORM 10-Q/A (Quarterly Report)

mdsv10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Madison Ventures FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

mdsv8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2016 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission F

Amendment to Exclusive License Agreement dated August 5, 2015 (incorporated by reference from our Current Report on Form 8-K, filed on March 1, 2016)

EX-10.1 2 mdsvex101.htm AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT EXHIBIT 10.1 February 25, 2016 Amendment to Exclusive License Agreement dated August 5, 2015 BETWEEN: OCURE LTD., an Israeli corporation (hereinafter referred to as "Ocure") OF THE FIRST PART AND: MADISON-IL LTD., an Israeli corporation (hereinafter referred to as "the Subsidiary") OF THE SECOND PART AND: MADISON VENTURES INC., A com

Madison Ventures FORM 10-Q (Quarterly Report)

mdsv10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-1887

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440103 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on

VBVT / Viabuilt Ventures Inc. CORRESP - -

Madison Ventures Inc. 1208 Tamarind Road Dasmarinas Village, Makati City Metro Manila, Philippines 1222 January 25, 2016 Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel, and Mining U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Ventures, Inc. Form 10-K for the Fiscal Year ended March 31, 2015 Filed July 14, 2015 Form 10-Q

VBVT / Viabuilt Ventures Inc. 10-Q/A - Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Change in Shell Company Status

mdsv8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2015 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440103 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on

Madison Ventures NT 10-Q

mdsvnt10q.htm UNITED STATE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-188753 CUSIP Number: 558440103 (Check one) o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: June 30, 2015 o Transition Report on Form 10-K and Form 10-KSB o Transition Report on Form 20-F o Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON VENTU

Licensing Agreement dated August 5, 2015 with Ocure Ltd. (incorporated by reference from our Current Report on Form 8-K, filed on August 12, 2015)

EX-10.2 2 mdsvex102.htm LICENSING AGREEMENT EXHIBIT 10.2 Exclusive License Agreement Between Madison Ventures Inc. And Madison-IL Ltd. And Ocure Ltd. Date: August 5, 2015 1 THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement"), is entered into on August 5, 2015 by Ocure Ltd., an Israeli corporation with a principal address at High-Tech Village, Givat Ram Campus, Hebrew University, P.O. Box 39158, Jerusal

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

mdsv8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2015 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 Commission File No. 333-188753 MADISON VEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2015 Commission File No. 333-188753 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. E

Madison Ventures NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440103 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

LETTER OF INTENT February 27, 2015 FROM: MADISON VENTURES INC., (the ?PUBLIC COMPANY?)

EXHIBIT 10.1 LETTER OF INTENT February 27, 2015 FROM: MADISON VENTURES INC., (the ?PUBLIC COMPANY?) TO: Mr. Amos Bar Shalev, acting on behalf of OCURE LTD. (the ?COMPANY?) TOGETHER AS ABOVE: ALL BEING referred to as ?THE PARTIES? to this Letter of Intent and any future Definitive Agreements (as further defined herein), Dear Mr. Bar Shalev: When countersigned by each of our parties, the following w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2015 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 mdsv10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON

VBVT / Viabuilt Ventures Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440103 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2014 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON VENTU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 Commission File No. 333-188753 MADISON VEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 Commission File No. 333-188753 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. E

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2014 Madison Ventures Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission File Number) Non

July 14, 2014

EXHIBIT 16.1 July 14, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Madison Ventures Inc. Dear Sirs/Madams: We have read Item 4.01 of the Current Report on Form 8-K dated July 14, 2014 (date of event July 11, 2014) of Madison Ventures Inc. and we agree with the statements made therein concerning our firm. Very truly yours, /s/ Goldman Accounting Service

VBVT / Viabuilt Ventures Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-188753 NOTIFICATION OF LATE FILING CUSIP NUMBER 558440103 (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2014 MADISON VENTURES INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-188753 (Commission File Number) Non

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188753 MADISON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188756 MADISON VENTU

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Madison Ventures Inc. Loma de Bernal 3 Loma Dorada C.P. 76060 Queretaro, Queretaro Mexico August 8, 2013 VIA EDGAR John Reynolds Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Ventures Inc. Registration Statement on Form S-1 (File No. 333-188753) Dear Mr. Reynolds: Pursuant to Rule 461(a) of the Securities Act of 1933, as amended, M

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Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 / Facsimile: (206) 260-0111 August 1, 2013 VIA EDGAR John Reynolds Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Ventures Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed August 1, 2013 File No. 333-188756 Dear

- FORM S-1/A

As filed with the Securities and Exchange Commission on August 1 , 2013 Registration No.

REVISED AND RESTATED MINERAL PROPERTY OPTION AGREEMENT

EXHIBIT 10.1 REVISED AND RESTATED MINERAL PROPERTY OPTION AGREEMENT THIS OPTION AGREEMENT dated as of the 3rd day of March, 2012. BETWEEN: BRIAN FOWLER, of P.O. Box 954, Apartment 17, 30 Alexander Avenue, Pinawa, Manitoba, R0E 1L0; WILLIAM ROBERTS, of 29 Leys Street, Thunder Bay, Ontario, P7A 5E5; JASON SHAVER, of 231 MacDougall Street, Thunder Bay, Ontario, P7A 2K4; (collectively. the "Optionors"

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Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 / Facsimile: (206) 260-0111 July 16, 2013 VIA EDGAR John Reynolds Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Ventures Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 16, 2013 File No. 333-188756 Dear M

- FORM S-1/A

As filed with the Securities and Exchange Commission on July 16, 2013 Registration No.

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Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 / Facsimile: (206) 260-0111 July 16, 2013 VIA EDGAR John Reynolds Assistant Director U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Ventures Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 16, 2013 File No. 333-188756 Dear M

Articles of Incorporation (1)

EXHIBIT 3.1 1 2 3 4 5

Bylaws (1)

EXHIBIT 3.2 BYLAWS OF MADISON VENTURES INC. (a Nevada corporation) ARTICLE I Meetings of Stockholders and Other Stockholder Matters SECTION 1. Annual Meeting. An annual meeting of the stockholders of Madison Ventures Inc., a Nevada corporation (hereinafter, the “Corporation”) shall be held for the election of directors and for the transaction of such other proper business at such time, date and pl

EX-10.1

EXHIBIT 10.1

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on May 22, 2013 Registration No.