What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-04-15 compared with 2020-04-14 · 158 added, 162 removed, 194 unchanged (62% of the section changed)

9 unchanged sentences

and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

High & Low Prices (1)

31 March 2020

OTC Markets Group Inc.

31 December 2019

OTC Markets Group Inc.

30 September 2019

OTC Markets Group Inc.

& Low Prices (1)

Markets Group Inc.

31 March 2020

OTC Markets Group Inc.

31 December 2018

OTC Markets Group Inc.

30 September 2018

OTC Markets Group Inc.

Markets Group Inc.

31 March 2019

OTC Markets Group Inc.

Markets Group Inc.

All high & low price data for all periods reflect Madison’s 10:1 consolidation, which was effective March 11, 2015 Effective

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701 of Regulation S-K., with the exception of the following:

23, 2020 –

Conversion of Promissory Notes

July 13, 2017, Madison issued an aggregate 955,556 restricted shares of common stock in the capital of Madison pursuant to the

terms and conditions of (1) a convertible promissory note dated May 1, 2014 in the principle amount of $25,000 at a conversion

price of $0.045 per share and (2) a convertible promissory note dated October 27, 2016 in the principle amount of $20,000 at a

conversion price of $0.05 per share.

July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to the conversion of a note payable of $16,900 at

$0.01 per share plus legal fees of $950, totaling $17,850.

this share issuance, Madison relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant

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part of the negotiations of the terms and conditions of the convertible promissory notes.

Madison Technologies Inc.

Form 10-K - 2019 Page 9

28, 2020 –

Conversion of Promissory Notes

January 25, 2018, Madison issued an aggregate 4,500,000 restricted shares of common stock in the capital of Madison pursuant to

the terms and conditions of (1) a convertible promissory note dated March 19, 2013 in the principle amount of $25,000 at a conversion

price of $0.01 per share and (2) a convertible promissory note dated March 24, 2011 in the principle amount of $10,000 at a conversion

price of $0.005 per share

October 28, 2020, the Company issued 1,900,000 shares of common stock pursuant to the conversion of a note payable of $9,500 at

$0.005 per share.

this share issuance, Madison relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant

2 unchanged sentences

part of the negotiations of the terms and conditions of the convertible promissory notes.

is currently $163,490 in outstanding debt securities convertible into 13,136,467 shares of Madison’s Common Stock.

2018 - $0.10 Private Placement Offering

February 16, 2018, the board of directors authorized the issuance of 150,000 restricted shares of common stock at a subscription

price of $0.10 per restricted share.

Madison raised $15,000 in cash in this closing, and will issue an aggregate 150,000 restricted

shares of common stock to one non-US subscriber outside the United States.

Madison set the value of the restricted shares arbitrarily

without reference to its assets, book value, revenues or other established criteria of value.

All the restricted shares issued

in this offering were issued for investment purposes in a “private transaction”.

the one non-US subscriber outside the United States in this closing, Madison relied upon Section 4(2) of the Securities Act of

1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.

Management is satisfied

that Madison complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act

The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.

Madison received from each subscriber a completed and signed subscription agreement containing certain representations and warranties,

including, among others, that (a) the subscriber was not a U.S.

person, (b) the subscriber subscribed for the shares for their

own investment account and not on behalf of a U.S.

person, and (c) there was no prearrangement for the sale of the shares with

No offer was made or accepted in the United States and the share certificates representing the shares will be issued

bearing a legend with the applicable trading restrictions.

2018 - $0.10 Private Placement Offering

March 2, 2018, the board of directors authorized the issuance of 150,000 restricted shares of common stock at a subscription price

of $0.10 per restricted share.

Madison raised $15,000 in cash in this closing, and will issue an aggregate 150,000 restricted

shares of common stock to one non-US subscriber outside the United States.

Madison set the value of the restricted shares arbitrarily

without reference to its assets, book value, revenues or other established criteria of value.

All the restricted shares issued

in this offering were issued for investment purposes in a “private transaction”.

the one non-US subscriber outside the United States in this closing, Madison relied upon Section 4(2) of the Securities Act of

1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.

Management is satisfied

that Madison complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act

The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.

Madison received from each subscriber a completed and signed subscription agreement containing certain representations and warranties,

including, among others, that (a) the subscriber was not a U.S.

person, (b) the subscriber subscribed for the shares for their

own investment account and not on behalf of a U.S.

person, and (c) there was no prearrangement for the sale of the shares with

No offer was made or accepted in the United States and the share certificates representing the shares will be issued bearing a legend with the applicable trading restrictions.

Madison Technologies Inc.

Form 10-K - 2020 Page 10

2019 - $0.05 Private Placement Offering

February 26, 2019, the board of directors authorized the issuance of 400,000 restricted shares of common stock at a subscription

price of $0.05 per restricted share.

Madison raised $20,000 in cash in this closing, and will issue an aggregate 400,000 restricted

shares of common stock to one non-US subscriber outside the United States.

Madison set the value of the restricted shares arbitrarily

without reference to its assets, book value, revenues or other established criteria of value.

All the restricted shares issued

in this offering were issued for investment purposes in a “private transaction”.

the one non-US subscriber outside the United States in this closing, Madison relied upon Section 4(2) of the Securities Act of

1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.

Management is satisfied

that Madison complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act

The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.

Madison received from each subscriber a completed and signed subscription agreement containing certain representations and warranties,

including, among others, that (a) the subscriber was not a U.S.

person, (b) the subscriber subscribed for the shares for their

own investment account and not on behalf of a U.S.

person, and (c) there was no prearrangement for the sale of the shares with

No offer was made or accepted in the United States and the share certificates representing the shares will be issued

bearing a legend with the applicable trading restrictions.

2019 - $0.05 Private Placement Offering

March 13, 2019, the board of directors authorized the issuance of 600,000 restricted shares of common stock at a subscription

price of $0.05 per restricted share.

Madison raised $30,000 in cash in this closing, and will issue an aggregate 600,000 restricted

shares of common stock to one non-US subscriber outside the United States.

Madison set the value of the restricted shares arbitrarily

without reference to its assets, book value, revenues or other established criteria of value.

All the restricted shares issued

in this offering were issued for investment purposes in a “private transaction”.

the one non-US subscriber outside the United States in this closing, Madison relied upon Section 4(2) of the Securities Act of

1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.

Management is satisfied

that Madison complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act

The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.

Madison received from each subscriber a completed and signed subscription agreement containing certain representations and warranties,

including, among others, that (a) the subscriber was not a U.S.

person, (b) the subscriber subscribed for the shares for their

own investment account and not on behalf of a U.S.

person, and (c) there was no prearrangement for the sale of the shares with

No offer was made or accepted in the United States and the share certificates representing the shares will be issued

bearing a legend with the applicable trading restrictions.

2, 2020 –

Conversion of Promissory Notes

November 2, 2020, the Company issued 1,730,000 shares of common stock pursuant the conversion of a note payable of $17,300 at

$0.01 per share.

this share issuance, Madison relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant

to that Act by the Securities and Exchange Commission.

The value of the restricted shares was set by Madison and the lenders as

part of the negotiations of the terms and conditions of the convertible promissory notes.

31, 2020 –

Issuance of Convertible Promissory Notes

to December 31, 2020, the Company issued convertible notes payable totaling $35,000, convertible at $0.05 with a rate of 10% per

annum that matures on January 31, 2022.

17, 2021 –

Issuance of Convertible Promissory Notes

February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the

“Investors”) pursuant to which we pursuant to which it issued convertible notes in an aggregate principal amount of

$16.5 million for an aggregate purchase price of $15 million (collectively, the “Notes”).

In connection with the issuance

of the Notes, the Company issued to the Investors warrants to purchase an aggregate of 192,073,017 shares of Common Stock (collectively,

the “Warrants”) and 1,000 shares of series F convertible preferred stock (the “Series F Preferred Stock”).

Notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted.

The Notes accrue interest

at a rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default.

is payable in cash on a quarterly basis beginning on March 31, 2021.

Notwithstanding the above, at the Company’s election,

any interest payable on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in

an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average

VWAP of the Common Stock for the five (5) days immediately preceding the date of conversion.

Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to the lesser of:

amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock

Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities

of the Company that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to

adjustment herein (the “Conversion Price”) , subject to certain beneficial ownership

limitations (with a maximum ownership limit of 9.99%) .

The conversion price is also

subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the

Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect .

Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion Price in effect shall

be equal to 75% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market immediately preceding

the date of conversion (the Alternative Conversion Price”);

provided, however, that the Alternate Conversion Price may not

exceed $0.015 per share, as adjusted pursuant to the terms of the Notes.

The conversion price is also subject to adjustment due

to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock

or common stock equivalents at an effective price per share lower than the conversion price then in effect.

The Notes may not

be redeemed by the Company.

Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price to (i) 125%, times (ii)

the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common

Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding

securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment

herein , subject to certain beneficial ownership limitations (with a maximum ownership

limit of 9.99%) .

The exercise price is also subject to adjustment due to certain events,

including stock dividends, stock splits and recapitalizations .

Series F Preferred Stock have no voting rights and shall convert into 4.9% of our issued and outstanding shares of common stock

on a fully-diluted basis upon Shareholder Approval.

of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that

the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does

not exceed 9.99% of the Company’s then issued and outstanding shares of common stock.

Madison Technologies Inc.

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Certificate of Amendment for more details.

to the terms and conditions of a product license agreement dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies

Tuffy Packs has granted an exclusive license to Madison for the distribution of Tuffy Pack’s product line (collectively,

Licensed Products ”) 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 the Licensed

Products in Europe.

September 16, 2016, pursuant to the terms of the Product License Agreement Madison was granted the exclusive rights to distribute

Tuffy Pack’s product line of line custom inserts that provide a level of personal protection from ballistic threats similar

to what law enforcement officers wear daily as bullet proof vests.

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

Madison Technologies Inc.

Form 10-K - 2020 Page 12

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 ballistic panels conform to the National Institute of Justice (NIJ)

Level IIIA threat requirements.

of Operation for the Period Ended December 31, 2020

the fiscal year ended December 31, 2020, we incurred net losses of $910,163, compared to our net losses in fiscal 2019 of $42,263.

Our losses in the current fiscal year were lower due to a reduction in amortization expense.

Our losses in the current fiscal year were higher due to an increase in amortization expense, operating expenses and consulting

have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan.

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and Capital Resources

As of December 31, 2019, Madison had total

assets of $6,544, and a working capital deficit of $358,377, compared with a working capital deficit of $366,114 as of

December 31, 2018.

The decrease in the working capital deficit was primarily due to a reduction in accounts payable and accrued

The assets consisted of $1,366 in cash and $5,178 in prepaid expenses.

The liabilities consisted of $33,655 in accounts

payable and accrued liabilities ($48,169 in 2018), $33,500 in license fee payable ($33,500 in 2018), $134,276 in notes

payable and accrued interest ($126,498 in 2018), $163,000 in convertible notes payable to third parties ($163,000 in 2018), and

$490 in convertible notes payable to a related party.

of December 31, 2020, Madison had total assets of $510,616, and a working capital deficit of $533,548, compared with a

working capital deficit of $358,377 as of December 31, 2019.

The increase in the working capital deficit was primarily

due to an increase in demand notes and interest payable and convertible notes and interest payable.

The assets consisted

of $9,491 in cash ($1,366 in 2019) and $67,718 in prepaid expenses ($5,718 in 2019).

The liabilities consisted

of $61,779 in accounts payable and accrued liabilities ($33,655 in 2019), $33,500 in license fee payable ($33,500 in 2019), $20,486

in notes payable and accrued interest, $494,992 in convertible notes payable to third parties ($297,766 in 2019).

are no assurances that Madison will be able to achieve further sales of its Common Stock or any other form of additional financing.

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Cash Used in Operating Activities

For the fiscal year ended December 31, 2019,

net cash used in operating activities increased to $51,177 compared with $32,967 for the same period in the previous fiscal year.

The use of cash was primarily due to a net loss of $42,263 less non-cash items of interest on the convertible debt of $6,141,

a reduction in amortization of license , the increase in accounts payable and accruals.

Gain on the foreign exchange on notes

payable and the balances in prepaid expenses were factors in increasing the cash used in operations.

the fiscal year ended December 31, 2020, net cash used in operating activities increased to $489,325 compared with $51,177 for

the previous fiscal year.

The use of cash was primarily due to a net loss of $910,163 less non-cash items of interest on the convertible

debt of $25,134, amortization of intangible assets of $64,687, amortization of interest of $212,769, services of $95,000

and $164 of foreign exchange.

Changes in current assets and liabilities of $23,084 also affected cash used.

Cash Used in Investing Activities

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Cash Provided by Financing Activities

Net cash flows provided by financing activities was $50,000 for

the fiscal year ended December 31, 2019 as compared with financing activities of $32,290 for the same period in the previous fiscal

The net cash provided by financing activities was due to the proceeds from shares issued.

cash flows provided by financing activities was $507,450 for the fiscal year ended December 31, 2020 as compared with financing

activities of $50,000 for the previous fiscal year.

The net cash provided by financing activities was due to

the proceeds from convertible debt issued.

Legs Products

Madison’s

plan of operation for the next 12 months 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, Redstag and MCS Fulfilment.

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.

plan of operation for the next 12 months is to deliver the Luxurie Legs Products into the US market via the use of online

marketing strategies developed by Facebook, Instagram and Youtube and to use fulfillment 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 Luxurie Legs Products, warehouse the Luxurie Legs Products, package

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

Madison Technologies Inc.

Form 10-K - 2020 Page 13

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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Social media and online advertising of $50,000

Payments to be made under Product License Agreement of $33,500

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.

sales strategy is to develop online exposure through the use of social media marketing and 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

Holdings, Inc.

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.

addition to the costs associated to Madison’s sales and distribution strategy, management anticipates incurring the following

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report, and current report filings with the SEC and with SEDAR in Canada.

at December 31, 2019, Madison had cash of $1,366 and a working capital deficit of $358,360.

Accordingly, Madison will require

additional financing in the amount of $396,816 in order to fund its obligations as a reporting company under the Securities

Act of 1934 and its general and administrative expenses for the next 12 months.

Madison Technologies Inc.

Form 10-K - 2020 Page 14

at December 31, 2020, Madison had cash of $9,491 and current liabilities of $610,757.

Accordingly, Madison will

require additional financing in the amount of $601,266 in order to fund its obligations as a reporting company under the

Securities Act of 1934 and its general and administrative expenses for the next 12 months.

the 12 month period following the date of this annual report, management anticipates that Madison will not generate any revenue.

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had no contingencies or long-term commitments at December 31, 2020.

Madison Technologies Inc.

Form 10-K - 2019 Page 14

independent auditors’

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under this item.

Madison Technologies Inc.

Form 10-K - 2020 Page 15

Accounting Policies

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Madison has not elected the fair value option for any eligible financial instruments.

of Long-Lived Assets

losses on long-lived assets, such as mining claims, are recognized when events or changes in circumstances indicate that the undiscounted

cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such

carrying value may not be recoverable.

Impairment losses are then measured by comparing the fair value of assets to their carrying

Quantitative and Qualitative Disclosures About Market Risk.

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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 5. Market for Registrant’s Common Equity