What changed in this filing

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Item 9A. Controls and Procedures

2021-04-15 compared with 2020-04-14 · 149 added, 64 removed, 337 unchanged (39% of the section changed)

108 unchanged sentences

Other Information

of the date of this report Madison is not current with the required payment schedule per its agreement with Tuffy Packs LLC.

a result of the arrears payments, Madison is no longer the exclusive distributor of the Tuffy Packs product line in The UK and

Western Europe.

Directors, Executive Officers, and Corporate Governance.

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Technologies Inc.

and President, CEO, CFO, Treasurer, Corporate Secretary

Gallo (61 years old) has been a director and the president of Madison since June 2007 and the CFO, treasurer,

and corporate secretary of Madison since September 2011.

Gallo developed his managerial skills while moving up the store managerial

ranks with Canada Safeway, Ltd., starting as a clerk in 1977, through service as a Team Leader and becoming an Assistant Store

Manager and Store Closer, a position which he held until his resignation in 2006.

Since 2006, he has devoted his time to developing

his residential construction and rehabilitation business (d/b/a “Solid Construction”) that he founded and has run

Gallo founded JovicPlasticfacture, to which he assigned the patent for the bicycle brake light that he

had invented that incorporated microprocessor technology (“speed indicating light mechanism”).

The product was voted

the most innovative product of the year by the Vancouver Design Group, was awarded two governmental grants, and the company commercialized

the product until 1991.

Gallo’s past experience includes the staking of mineral exploration properties for companies

such as US Diamonds Corporation and Atlas Corporation.

Falcone is the Chief Investment Officer and Chief Executive Officer of Harbinger Capital, and is the Chief Investment Officer

of other Harbinger Capital-affiliated funds.

Falcone co-founded the funds affiliated with Harbinger Capital in 2001.Mr.

served as a director of HC2 Holdings, Inc.

HCHC), a diversified holding company (“HC2”), from January 2014

until July 2020, as President and CEO of HC2 from May 2014 to June 2020 and as Chairman of the Board of HC2 from May 2014 until

Falcone served as a director, Chairman of the Board and Chief Executive Officer of HRG Group, Inc.

(f/k/a Harbinger

Group Inc., “HRG”) from July 2009 to November 2014.

From July 2009 to July 2011, Mr.

Falcone also served as the President

Falcone has over two decades of experience in leveraged finance, distressed debt and special situations.

joining the predecessor of Harbinger Capital, Mr.

Falcone served as Head of High Yield trading for Barclays Capital.

to 2000, he managed the Barclays High Yield and Distressed trading operations.

Falcone held a similar position with Gleacher

Natwest, Inc., from 1997 to 1998.

Falcone began his career in 1985, trading high yield and distressed securities at Kidder,

Peabody & Co.

Falcone served as a member of the board of directors of Inseego Corp.

INSG), a provider of intelligent

wireless solutions for the worldwide mobile communications market from 1994 through August 2018, as its Chairman of the Board

from May 2017 through August 2018, and as a member of its Audit Committee from June 2017 through August 2018.

Falcone received

in Economics from Harvard University.

Officer’s

Technologies Inc.

and Chief Technology Officer, Chief Operating Officer

Turner, COO and CTO, is a broadcast engineer and operations specialist with over 35 years of experience in the industry

in many capacities including construction, maintenance and operation of broadcast stations.

Most recently Mr.

was the COO and director of engineering at Hc2 Broadcasting, prior to that he was the director of engineering at Dallas based

Daystar Television Network.

Mr Turner is a graduate of the Texas A&M University system.

Officer’s

Technologies Inc.

Zenna, is the founder of Zenna Consulting Group a strategic advisory that develops and executes marketing strategies for B2B

Mr Zenna is currently a revenue and marketing consultant for companies looking for insights into developing sales,

marketing and business growth strategies, he current clients include Equinox, DailyPay, EngageDBR, Semcasting and AdvancedContextual.

Madison Technologies Inc.

Form 10-K - 2020 Page 22

Officer’s

Technologies Inc.

and Chief Compliance Officer, Corporate Secretary

Canouse, age 46, combines over twenty-three years of experience in financial senior management following a thirteen-year

career as an Investment Banker.

Previously, he had been involved in various companies in the investment industry holding positions

including Vice President, Senior Vice President and Managing Director at J.

Carey Inc., J.P.

Carey Securities Inc.

Capital a boutique (the “Carey Company’s”) investment banking firm that assisted in arranging over $2 billion

in financing.

During his time with the Carey Company’s Mr.

Canouse was personally responsible for sourcing new corporate

clients, presenting to institutional investors, structuring terms, and working with counsel for timely closings.

From July 11,

2011 through the present day, Mr.

Canouse has acted as Managing Member of Anvil Financial Management, LLC where he has offered

his expertise to companies in need of restructuring, financing, debt settlement and compliance assistance.

Canouse has also

previously acted as Chief Executive Officer of two other publicly traded companies, where he oversaw acquisitions and restructuring

amongst other duties in those roles.

Identify Significant Employees

has no significant employees other than the sole director and officer 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.

Family Relationships

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required functions of an audit committee.

Currently, Joseph Gallo is the only member of Madison’s audit committee, but he

does not meet Madison’s independent requirements for an audit committee member.

Currently, Jeffrey Canouse is the only member of Madison’s audit committee, but

he does not meet Madison’s independent requirements for an audit committee member.

See “Item 12.

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Executive Compensation.

has paid no compensation to its named executive officers during its fiscal year ended December 31, 2016.

has paid the following compensation to its named executive officers and managers during its fiscal year ended December 31, 2020.

compensation table

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other compensation

2021- present

2021 -present

29021 - present

February 2021

2021- to present

2020 - present

2020- present

Mar 2018 –

July 20, 2020

June 2007 –

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Jan 2015 –

Sep 2016 –

Madison’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised

Madison Technologies Inc.

Form 10-K - 2020 Page 25

there are no arrangements between Madison and any of its directors whereby such directors are compensated for any services provided

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executive officer’s responsibilities following a change in control.

Madison Technologies Inc.

Form 10-K - 2019 Page 34

Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters.

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Beneficial Owner [1]

Patterdale Street

2998 Robson Drive, Coquitlam,

Vaughan Drive, Suite 200 Alpharetta Georgia

listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants,

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Beneficial Owner

Patterdale Street

Vaughan Drive, Suite 200 Alpharetta Georgia

Officers (as a group)

1 unchanged sentence

Changes in Control

is not aware of any arrangement that may result in a change in control of Madison, with the exception that on July 3, 2018, Joseph

Gallo and the estate of Thomas Brady entered into a share purchase agreement for the purchase and sale of 3,088,500 shares in

the capital of Madison for the purchase price of $3,000.00.

is not aware of any arrangement that may result in a change in control of Madison, with the exception that on July 20, 2020, Jeffrey

Canouse and Joseph Gallo entered into a share assignment agreement for the assignment of 6,177,000 shares in the capital of Madison.

For more details, see Exhibit 10.1 –

Share Purchase Agreement.

a result of the purchase and sale of the 3,088,500 shares, there was a change in control in the voting shares of Madison.

Gallo is now the beneficial owner of 34.2% of the issued and outstanding shares of common stock in the capital of Madison and

Brady owns no shares of common stock in the capital of Madison.

Share Assignment Agreement.

a result of the assignment of the 6,177,000 shares, there was a change in control in the voting shares of Madison.

Jeffrey Canouse

is now the beneficial owner of 25.2% of the issued and outstanding shares of common stock in the capital of Madison and Mr.

owns no shares of common stock in the capital of Madison.

Madison Technologies Inc.

Form 10-K - 2020 Page 26

to the purchase and sale of shares, no shareholder beneficially owned 5% or more of the issued and outstanding shares of common

stock, with the exception of Mr.

Brady, who owned 18.4% of the issued and outstanding shares of common stock in the capital of

Madison and Mr.

Joseph Gallo, who owned 18.4% of the issued and outstanding shares of common stock in the capital of Madison.

For more details, see Exhibit 10.1 –

Share Purchase Agreement filed as an Exhibit to Madison’s current report on Form

8-K filed July 9, 2018.

a result of the purchase and sale of the 3,088,500 shares, there was a change in control in the voting shares of Madison.

Gallo, is now the beneficial owner of 34.2% of the issued and outstanding shares of common stock in the capital of Madison.

to the assignment of shares, no shareholder beneficially owned 5% or more of the issued and outstanding shares of common stock,

with the exception of Mr.

Gallo, who owned 34.2% of the issued and outstanding shares of common stock in the capital of Madison.

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.

result of the issuance of the transfer of the Series B Preferred Stock and the issuance of the shares of Series E Preferred Stock

pursuant to the Share Exchange Agreement, a change in control of the Company occurred on February 16, 2021.

Under the terms of

the Share Exchange Agreement, Sovryn has appointed two (2) members of the Board of Directors of the Company.

The appointment of

these members is subject to compliance with Rule 14f-1 under the Exchange Act.

Certain Relationships and Related Transactions, and Director Independence.

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Brady was the promoter of Madison’s business.

Since March 3, 2018 until present Joseph Gallo has been the promoter of Madison’s

business, none of these promoters have received anything of value from Madison nor is any person entitled to receive anything

of value from Madison for services provided as a promoter of the business of Madison.

Since March 3, 2018 until July 14, 2020 Joseph Gallo was the promoter of Madison’s

From July 14, 2020 until present Jeffrey Canouse has been the promoter of Madison,.

From February 17, 2021 Jeffrey Canouse,

Phillip Falcone, Warren Zenna and Henry Turner have been the promoters of Madison, none of these promoters have received anything

of value from Madison nor is any person entitled to receive anything of value from Madison for services provided as a promoter

of the business of Madison.

Madison Technologies Inc.

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Madison’s

board of directors currently consists of Joseph Gallo.

Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act,

Madison’s board of directors has adopted the definition of “independent director”

as set forth in Rule 4200(a)(15)

of the NASDAQ Manual.

board of directors currently consists of Phillip Falcone, Henry Turner, Warren Zenna and Jeffrey Canouse.

Pursuant to Item 407(a)(1)(ii)

of Regulation S-K of the Securities Act, Madison’s board of directors has adopted the definition of “independent director”

as set forth in Rule 4200(a)(15) of the NASDAQ Manual.

In summary, an “independent director”

means a person other than an executive officer or employee

of Madison or any other individual having a relationship which, in the opinion of Madison’s board of directors, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepted

any compensation from Madison in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years.

Also, the ownership of Madison’s stock will not preclude a director from being independent.

means a person other

than an executive officer or employee of Madison or any other individual having a relationship which, in the opinion of Madison’s

board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director,

and includes any director who accepted any compensation from Madison in excess of $200,000 during any period of 12 consecutive

months with the three past fiscal years.

Also, the ownership of Madison’s stock will not preclude a director from being

applying this definition, Madison’s board of directors has determined that Mr.

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also adopted this definition for the independence of the members of its audit committee.

Joseph Gallo serves on Madison’s

Jeffrey Canouse serves on Madison’s

audit committee.

Madison’s board of directors has determined that Mr.

Gallo is not “independent”

Canouse is not “independent”

of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent”

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previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51302.

Acquisition Agreement, ratified July 17, 2020 and Officers Certificates for Madison Technologies, Inc.

and Luxurie Legs, LLC dated July 17, 2020

Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.

1 unchanged sentence

Certificate of Amendment dated March 9, 2015, filed as an Exhibit to Madison’s current report on Form 8-K filed March 11, 2015, and incorporated herein by reference

Share Purchase Agreement dated July 3, 2018 between Thomas Brady and Joseph Gallo, filed as an Exhibit to Madison’s current report on Form 8-K filed July 9, 2018.

Assignment Agreement dated July 20, 2021 between Jeffrey Canoue and Joseph Gallo.

Product License Agreement dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc., filed as an exhibit to Madison’s Form 8-K (Current Report) filed on September 19, 2016, and incorporated herein by reference.

Code of Ethics, filed as an exhibit to Madison’s 2010 annual report on Form 10-K filed on March 31, 2010, and incorporated herein by reference.

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

Certifications

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Technologies Inc.

and President

PhillipFalcone

to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Madison Technologies Inc.

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Accounting Officer

Phillip Falcone

of the Board of Directors

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 9A. Controls and Procedures