What changed in this filing

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Item 1. Business

2021-04-15 compared with 2020-04-14 · 169 added, 106 removed, 73 unchanged (79% of the section changed)

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See Exhibit 10.5 - Product License Agreement for more details.

the fourth quarter of fiscal 2020 Madison abandoned the Tuffy Pack product line to focus on the deployment of the Luxurie Legs

line of products

July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs,

LLC of Delaware.

Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange

for the Company’s newly issued preferred convertible Series A stock.

See Form 8-K - Current Report filed July 20, 2020 for

more details.

February 16, 2021, Madison Technologies Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement

(the “Share Exchange Agreement”) with Sovryn Holdings, Inc.

(“Sovryn”) and the holders (the “Sovryn

Shareholders”) of Sovryn’s issued and outstanding shares of common stock, par value $0.0001 per share (“Sovryn

Common Shares”), pursuant to which the Shareholders exchanged 100% of the outstanding Sovryn Common Shares, for (i) 100

shares of series B preferred stock, par value $0.001 per share (“Series B Preferred Stock”), of the Company which

was transferred by Jeffrey Canouse, the Company’s controlling shareholder and existing Chief Executive Officer (the “Controlling

Shareholder”), to the designee of Sovryn and (ii) 1,000 shares of series E convertible preferred stock, par value $0.001

per share of Sovryn (“Series E Preferred Stock,”

and together with Series B Preferred Stock, the “Preferred

Exchange Shares,”

and the foregoing exchange of Sovryn Common Shares for Preferred Exchange Shares being the “Equity

Exchange”).See Form 8-K –

Current Report filed February 23, 2021 for more details

maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office

is located at 4448 Patterdale Drive, North Vancouver, BC, V7R 4L8.

is located at 450 Park Avenue, New York, NY, 10022.

Madison’s office telephone number is 212-339-5888

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consolidation or purchase or sale of a significant amount of assets not in the ordinary course of Madison’s business.

September16, 2016, Madison was granted the exclusive rights to distribute Tuffy Pack’s product line pursuant to the terms

and conditions of a product license agreement.

See Exhibit 10.5 - Product License Agreement for more details.

currently sells the Tuffy Pack product line in the UK and the European Union through its Amazon and Ebay stores and is currently

actively looking to increase its product line of personal protection wear.

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 bullet proof vests.

The Tuffy Pack, LLC Ballistic Shields®

conform to the National

Institute of Justice (NIJ) Level IIIA threat requirements.

NIJ is the research, development and evaluation agency of the U.S.

Department of Justice.

NIJ Standard–0101.06, “Ballistic Resistance of Body Armor,”

is a minimum performance

standard developed in collaboration with the Office of Law Enforcement Standards (OLES) of the National Institute of Standards

and Technology (NIST).

It is produced as part of the Standards and Testing Program of the National Institute of Justice (NIJ),

Office of Justice Programs, U.S.

Department of Justice.

This standard is a technical document that specifies the minimum performance

requirements that equipment must meet to satisfy the requirements of criminal justice agencies and the methods that shall be used

to test this performance.

This standard is used by the NIJ Voluntary Compliance Testing Program (CTP) to determine which body

armor models meet the minimum performance requirements for inclusion on the NIJ Compliant Products List.

Madison Technologies Inc.

Form 10-K - 2020 Page 4

body armor covered by this standard is classified into five types (IIA, II, IIIA, III, IV) by level of ballistic performance.

In addition, a special test class is defined to allow armor to be validated against threats that may not be covered by the five

standard classes.

The classification for the Tuffy Pack product line states;

Type IIIA (.357 SIG;

.44 Magnum) Type IIIA armor that is new and unworn shall be tested with .357 SIG FMJ Flat Nose (FN) bullets

with a specified mass of 8.1 g (125 gr) and a velocity of 448 m/s ±

9.1 m/s (1470 ft/s ±

30 ft/s) and with .44 Magnum

Semi Jacketed Hollow Point (SJHP) bullets with a specified mass of 15.6 g (240 gr) and a velocity of 436 m/s ±

(1430 ft/s ±

Type IIIA armor that has been conditioned shall be tested with .357 SIG FMJ FN bullets with a specified

mass of 8.1 g (125 gr) and a velocity of 430 m/s ±

9.1 m/s (1410 ft/s ±

30 ft/s) and with .44 Magnum SJHP bullets

with a specified mass of 15.6 g (240 gr) and a velocity of 408 m/s ±

9.1 m/s (1340 ft/s ±

ballistic shields (collectively, the “

Licensed Products ”) when inserted into backpacks, briefcases or computer

bags will provide the highest level of protection currently available as lightweight concealable body armor.

Backpacks with ballistic

protection weigh only 16 –

24 ounces more than a non-protected pack (based on the pack size).

11 x 14 Ballistic Shield

12 x 16 Ballistic Shield

12 x 18 Ballistic Shield

Zeta-Jones Brand License Agreement;

July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs,

LLC of Delaware.

Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange

for the Company’s newly issued preferred convertible Series A stock.

its licensing agreement with Casa Zeta-Jones Brand, Madison is currently developing a new luxury shaving regiment exclusively

designed and branded for women.

The core objective of the brand is to focus on the daily shaving experience and a regiment of

luxury products selected by Catherine Zeta-Jones.

The product will be an online subscription as a club model format.

estimate $34.99 monthly reoccurring fee customers will receive a 30 day supply including the following:

weekly exfoliating wash

daily moisturizing pre-shave leg wash

daily super moisturizing luxury shave cream

5 blade self lubricating razor cartridge

luxury razor handle included in the first shipment

Madison’s

sale strategy is to create a sophisticated social media marketing operation that employs online marketing strategies

developed by Facebook, Instagram and YouTube to track the behavior of potential customers that are most likely to buy

specific products based of their previous and recent purchases.

operation will also utilize retargeting techniques that place promotional video marketing ads on the news feed of potential customers

in real time that have done searches for particular products that align with the ones we are selling.

creative/marketing team will maintain ongoing market analysis with a key focus on market differentiation.

From the onset, they

will create a “Casa Zeta-Jones Marketing Roadmap”

including everything from software and branding, ecommerce website,

loyalty program and email automation to marketing tactics execution and marketing-as-a-service.

will also engage brand influencers and top social media personas in an aggressive strategy to use the power of their social networks

to help build and maintain the shave club membership base.

distribution method is to deliver the products worldwide via an online sign up process through an e-commerce website.

will use a subscription based revenue model, and will offer a tier system for subscriptions.

Customers will be a able to select

from luxury products selected exclusively by Catherne Zeta-Jones.

an order is received Madison will outsource the packaging and delivery to fulfillment providers services including but not limited

to The Jay Group, ModusLink and Echodata.

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 Luxurie Legs Products, package the Luxurie

Legs Products as per each customer order, and ship the Licensed Products to the customer efficiently and cost effectively.

Madison Technologies Inc.

Form 10-K - 2020 Page 5

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.

also intends to attend European tradeshows and exhibits, including, but not limited to, IDEF (International Defense Industry Fair),

ITEC, and GREC (General Police Equipment & Exhibition Conference).

These trade shows will assist in introducing the Licensed

Products to wholesalers in an attempt to expand Madison’s sales channel.

Madison’s

distribution method is to deliver the 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 Redstag and MCS Fulfillment.

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.

expects to expand Madison’s sales distribution strategy beginning in May 2020 and to be operational by September 2020, this

expects to expand Madison’s sales distribution strategy beginning in May 2021 and to be operational by November 2021, this

includes the following components:

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of Licensed Products

Licensed Products will be supplied exclusively by Tuffy Packs, LLC.

Tuffy Packs, LLC already has an established supply chain and

is able to supply up to 10,000 units per month.

Management believes this monthly supply of Licensed Products will be sufficient

for Madison’s anticipated inventory requirements.

Luxerie Legs Products razor handle will be supplied by Shick Edgewell, and the creams will be formulated by a independent formulation

Madison is currently working with several laboratories to perfect the cream products.

Madison anticipates establishing

a supply chain that is able to supply up to 200,000 units on an initial order.

Management believes this initial order of Luxurie

Legs Products will be sufficient for Madison’s anticipated inventory requirements for the first six months.

will be competing with other online retail companies possessing greater financial resources and technical facilities than Madison

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believes that it will have a competitive advantage over its competitors due to its plan of operations.

has identified numerous body armor and bullet proof inserts available from a variety of online and offline merchants, and although

most offer international shipping to the United Kingdom and Western Europe, the high cost of shipping and long delays in delivery

makes purchasing from a US based retailer unattractive.

Management believes that by establishing relationships with fulfillment

companies and having stock on hand in its distribution territories Madison will have a competitive advantage in the ability to

fill orders and deliver the Licensed Products to its customers quickly which will develop buyer loyalty.

has also identified several online retailers that are located in either the UK or Europe that supply products that management

believes would be in direct competition with Madison’s business.

Some of those competitors include, but not limited to,

the following:

- a UK based supplies the very best in British manufactured ballistic protection systems for personal and vehicle protection

to the public and private sectors.

Armor - a Bulgarian company specialized in the manufacture of body armor for protection against bullets, fragments and

Online - a UK based supplier of specialist surveillance, counter-surveillance and personal protection equipment to the

professional and consumer market.

Ellis Body Protection - a UK based manufacturer in the personal protection market with clients including - UK and Foreign

government organizations, special forces, police, prisons, private security and media.

has identified numerous competitors in the women’s shaving market products segment, from a variety of online merchants,

and although most offer products similar or the same as Madison, management believes Madison will have a competitive advantage

in the ability to fill orders and deliver the Luxurie Legs Products to its customers building on Catherine Zeta-Jones fame

and followership to rapidly draw market attention which will develop buyer loyalty.

has also identified several online retailers that supply products that management believes would be in direct competition with

Madison’s business.

Some of those competitors include, but not limited to, the following:

Girl Shave Club - an online based supplier of high quality, female focused unique shaving and body products, delivered on

a bi-monthly subscription model.

the People- an online based supplier of premium shaving related products built around a proprietary safety razor focused on

the female consumer .

- an online supplier women’s shaving and beauty products through a 1, 2 or 3 month reoccuring ordering model.

Madison Technologies Inc.

Form 10-K - 2020 Page 6

Materials and Equipment

does not require raw materials as Madison will purchase all the Licensed Products directly from Tuffy Packs.

Madison will require

equipment related to online retailing including but not limited to the use of URL’s for its online stores, warehousing facilities

(leased on a month to month basis), software systems for inventory control and order fulfillment (leased on a month to month basis)

present Madison will rely solely on Tuffy Packs to provide all its principal supplies.

Holdings, Inc.

February 16, 2021, Madison Technologies Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement

(the “Share Exchange Agreement”) with Sovryn Holdings, Inc.

(“Sovryn”) and the holders (the “Sovryn

Shareholders”) of Sovryn’s issued and outstanding shares of common stock.

Sovryn Holdings, Inc., Madison has embarked on an acquisition strategy, rolling-up un-affiliated Class A/LPTV TV stations in the

top 100 DMA’s (Designated Market Areas) with a goal of building out a nationwide platform through one or more station acquisitions

Each licensed TV station can broadcast between 10 and 12 and potentially more revenue “streams”

(“channels”) over-the-air, 24 hours per day/7 days per week.

Management’s strategy is to stage the acquisitions

focusing on DMA’s 1-30 and expanding thereafter on DMA’s 31-100, acquiring one station per DMA and building a portfolio

of 100 stations within 18-24 months.

Management has currently identified and held discussions with a number stations owners, has

received FCC approval for the acquisition of KNLA/KNET, a revenue producing Class A television station with coverage of 16mm people

in the number 2 DMA in the U.S., Los Angeles, signed letters of intent with 3 other stations in the top 20 and verbal agreements

on another 11 key, cash flowing stations in the top 30 markets.

Madison’s

objective is to create one the largest, most comprehensive, state of the art, broadcast Over-The-Air (“OTA”) content

distribution platforms to capitalize on the changing media and distribution landscape and on the growing OTA viewership in the

The over-the-air programming carried on these stations is initially expected to include entertainment, shopping, weather,

sports as well as religious networks and networks targeting select ethnic groups with content lease agreements as the prime source

Pricing of lease agreements is in part determined by market rank, the signal contour and the number of OTA TV households

in a given market, as well as supply and demand.

the platform is built out, management not only anticipates substantial operational synergies from the roll-up but also an expansion

in the revenue base with greater channel utilization and the addition of high-quality third-party content providers that are currently

not reaching the “OTA”

viewers, which now stands at an estimated 20mm households (44mm people) out of 108mm TV HH’s

Madison’s

plan is to acquire 50 independent TV stations in the top 30 DMA’s over the next 6-12 months.

In addition, Madison expects

to grow the station base to 100 tv stations nationwide through additional acquisitions targeting the top 100 DMA’s across

the nation, ultimately covering 80% of the population of the U.S.

over the next 18-24 months.

licensed TV station has the capability of delivering 10+ different revenue “streams”

(channels) of content Over-the-Air,

24 hours per day/7 days per week .

If converted to the new FCC approved ATSC 3.0 technology, the streaming capacity will increase

to 25+ channels or more, giving Sovryn the potential to stream content upon completion of the roll-up to over 2500 channels aggregated

over expected 100 stations.

will operate the stations remotely and centrally, eliminating the need for in-market personnel or a studio facility.

Remote operations

of stations results in significant cost efficiencies.

Recent FCC deregulation in TV broadcasting has eliminated the need for full

time employees and studio facilities operating Class A and Low Power stations allowing for greater cost efficiency.

Broadcast TV Technology

2017, the FCC approved ATSC 3.0 technology, a next generation broadcast platform that will bring new revenue opportunities to

broadcast television.

ATSC 3.0 is an enhancement to the previous standard, providing new opportunities such as increased capacity,

mobility and addressability allowing for customizable content, viewer measurability, target advertising and internet connectivity.

All these features and more will be available on mobile devices allowing for broadcast operators to capitalize on audiences traditionally

reserved for telecom operators.

Madison’s

broadcast stations will face competition from other free over-the-air television and radio stations, telecommunication companies,

cable and satellite providers, print media providers, internet and other emerging technologies.

Some of the company’s current

and potential competitors have greater resources and access to capital.

If Madison needs to obtain additional funding, the company

may be not be able to obtain such capital on favorable terms and be forced to delay its development as a result.

technological advancements and the resulting increase in programming alternatives may increase competition for household audiences.

Madison Technologies Inc.

Form 10-K - 2020 Page 7

Madison is not and will not be dependent on one or a few major customers.

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and Industry Regulations

licenses are issued by and subject to the jurisdiction of the FCC, pursuant to the Communications Act of 1934.

The FCC regulates

Madison’s broadcasting business and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties

for the violation of its regulations.

The company’s must at often obtain the FCC’s approval to obtain, renew, assign

or modify a license, purchase a new station or sell an existing station.

The FCC licenses are critical to the operations and we

cannot operate without them.

We cannot be certain that the FCC will renew these licenses in the future if acquired or approve

new acquisitions in a timely manner.

If licenses are not renewed or acquisitions are not approved, we may lose revenue that we

could otherwise have earned and this would have an adverse effect on the overall business and financial condition.

will be subject to federal and state laws and regulations that relate directly or indirectly to its operations including federal

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its business.

the most part, the distribution of the Licensed Products into Europe is unregulated.

In Europe, the import and sale of ballistic

vests and body armor products are allowed, with the exception of products that are developed under strict military specifications

and/or for main military usage, or products above the level of protection NIJ 4, which are considered by the law as “armament

materials”

and, and as a result, prohibited for sale to civilians.

the United Kingdom there are currently no legal restrictions on the import and sale of ballistic vests and body armor products,

except, as similar to the Europe regulations, any products which are considered for main military usage.

and Development Activities and Costs

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of Total Employees and Number of Full Time Employees

does not have any employees other than the directors and officers of Madison.

than the directors and officers, Madison has the following employees;

Sher is the founder of ICON Licensing Group positioned in New York City and has launched and executed successful multimillion

dollar licensing and branding platforms for celebrities.

Stuart also the founder of Noah’s Ark Miami 1969-1993 a landmark

fashion retailer President of criteria recording studios A&R.

Sher is the creative manager of Madison to oversee and approve overall creative direction of brand, product, packaging, creative

assets, brand messaging, new product offerings, new brand opportunities.

Hoelzel is a business entrepreneur and advertising and marketing expert with a 30 plus year career working extensively in the

fields of advertising, marketing and product development.

Hoelzel has developed numerous highly successful private label design

programs for companies like J.C.

Penney’s, Bloomingdales, Old Navy and American Eagle Outfitters.

Hoelzel is the marketing manager to oversee all product and packaging development (core and new) - brand development, go-to-market

strategy and marketing, brand messaging and creative asset development, marketing, website and social media agencies.

Madison Technologies Inc.

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Madison’s

executive offices are located at 4448 Patterdale Drive, North Vancouver, BC, Canada, V7R 4L8.

executive offices are located at 450 Park Avenue, 30 th Floor, New York, NY, 10022.

currently has no interest in any property.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business