What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-08-26 compared with 2021-04-15 · 348 added, 224 removed, 18 unchanged (97% of the section changed)

Technologies Inc.

Madison ”) is a Nevada corporation that was incorporated on June 15, 1998.

Madison was initially

incorporated under the name “Madison-Taylor General Contractors, Inc.”

Effective May 24, 2004, Madison changed its

name to “Madison Explorations, Inc.”

by a majority vote of the shareholders.

Effective March 9, 2015, Madison changed

its name to “Madison Technologies Inc,”

by a majority vote of the shareholders.

See Exhibit 3.3 –

of Amendment for more details.

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

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

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

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

has an authorized capital of 500,000,000 shares of Common Stock with a par value of $0.001 per share, of which 23,472,565 shares

of Common Stock are currently issued and outstanding.

has not been involved in any bankruptcy, receivership or similar proceedings.

There has been no material reclassification, merger

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

(“Madison” or the “Company” or “we” or “us” or “our”) is

a Nevada corporation that was incorporated on June 15, 1998.

February 16, 2021, we 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 $0.001 per share (“Sovryn Common Shares”), pursuant to which the Shareholders exchanged 100% of the outstanding

Sovryn Common Shares, for (i) 100 shares of our Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”),

which was transferred by Jeffrey Canouse, our controlling shareholder and Chief Executive Officer at the time (the “Controlling

Shareholder”), to the designee of Sovryn and (ii) 1,000 shares of Series E 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”).

prior to the closing of the Share Exchange Agreement, we entered into Exchange Agreements (the “Convertible Note Exchange Agreements”)

with the holders of our outstanding of convertible promissory notes (the “Convertible Notes”).

Pursuant to Convertible Note

Exchange Agreements, the holders of the Convertible Notes were issued, in exchange for their Convertible Notes, a total of 230,000 shares

of our newly-designated Series D Preferred Stock.

Our new Series D Preferred Stock is convertible into common stock at a ratio of 1,000

shares of common stock for each share of preferred stock held.

Immediately prior to the closing of the Share Exchange Agreement, we entered

into Exchange Agreements (the “Preferred Stock Exchange Agreements” and together with the Convertible Note Exchange Agreements,

the “Exchange Agreements”) with the holders of our outstanding series A convertible preferred stock (the “Series A

Preferred Stock”).

Pursuant to the Preferred Stock Exchange Agreements, the holders of the Series A Preferred Stock were issued,

in exchange for their Series A Preferred Stock, options to purchase a majority of the outstanding shares of common stock of our newly

to be formed wholly owned subsidiary to be called CZJ License, Inc.

In addition, the agreements related to the Luxurie Legs line of products

were transferred to CZJ License, Inc.

in March 2021.

February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”)

pursuant to which we 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, we 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 Preferred

Stock (the “Series F Preferred Stock”).

Notes each have a term of thirty-six months and mature on February 17, 2024, 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.

Interest is payable

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

Notwithstanding the above, at our election, any interest payable on an applicable

payment date may be paid in our registered Common Stock (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 volume weighted average price of our Common Stock for the five

days immediately preceding the date of conversion.

Notes are convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $0.02, subject to adjustment

(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

our issuance 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 volume weighted average price of our Common Stock for the five 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 our issuance of common Stock or common stock equivalents at an effective

price per share lower than the conversion price then in effect.

We may not redeem the Notes.

Madison Technologies Inc.

Form 10-K - 2021 Page 4

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.

Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.025, 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 converted into 192,073,017 shares of Common Stock upon the increase of our authorized shares of capital stock

which occurred on September 16, 2021.

February 17, 2021, Sovryn, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with NRJ TV II CA OPCO,

LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company

(together with OpCo, “Sellers”).

Upon the terms and subject to the satisfaction of the conditions described in the Asset

Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the

KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Los Angeles Acquired Stations”), certain tangible

personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities

in connection with the Los Angeles Acquired Stations (the “Asset Sale Transaction”).

As consideration for the Asset Sale

Transaction, Sovryn has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon execution of the Asset Purchase

Agreement, as follows:

(i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the terms of an escrow agreement entered

into between Sovryn and the Sellers (the “Escrow Fee”) and (ii) a non-refundable option fee of $1,000,000 (the “Option

The closing of the Asset Sale Transaction took place on April 19, 2021.

March 14, 2021, Sovryn entered into an asset purchase agreement (the “KVVV Asset Purchase Agreement”) with Abraham Telecasting

Company, LLC, a Texas limited liability company (the “Houston Seller”).

Upon the terms and subject to the satisfaction of

the conditions described in the KVVV Asset Purchase Agreement, Sovryn agreed to acquire the licenses and Federal Communications Commission

(“FCC”) authorizations to the KVVV-LD low power television station owned by the Houston Seller (the “Houston Acquired

Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and

prepaid items together with certain assumed liabilities in connection with the Houston Acquired Station (the “KVVV Asset Sale Transaction”).

As consideration for the KVVV Asset Sale Transaction, Sovryn has agreed to pay the Houston Seller $1,500,000 in cash, $87,500 of which

was paid to the Houston Seller and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and

the Houston Seller (the “KVVV Escrow Fee”).

The closing of the KVVV Asset Sale Transaction (the “KVVV Closing”)

is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Houston Acquired

Station, from the Houston Seller to Sovryn (the “Houston FCC Consent”).

The KVVV Closing shall occur no more than ten (10)

business days following the later to occur of (i) the date on which the Houston FCC Consent has been granted and (ii) the other conditions

to the KVVV Closing set forth in the KVVV Asset Purchase Agreement.

The closing of the KVVV Asset Sale Transaction took place on June

March 29, 2021, Sovryn, entered into an asset purchase agreement (the “KYMU Asset Purchase Agreement”) with Seattle 6 Broadcasting

Company, LLC, a Washington limited liability company (the “Seattle Seller”).

Upon the terms and subject to the satisfaction

of the conditions described in the KYMU Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the

KYMU-LD low power television station owned by the Seattle Seller (the “Seattle Acquired Station”), certain tangible personal

property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed

liabilities in connection with the Seattle Acquired Station (the “KYMU Asset Sale Transaction”).

As consideration for the

Seattle Asset Sale Transaction, Sovryn has agreed to pay the Seattle Seller $1,750,000, $87,500 of which was paid to the Seattle Seller

and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Seattle Seller (the “Seattle

Escrow Fee”).

The closing of the KYMU Asset Sale Transaction (the “KMYU Closing”) is subject to, among other things,

consent by the FCC to the assignment of the FCC authorizations pertaining to the Seattle Acquired Station, from Seattle Seller to Sovryn

(the “Seattle FCC Consent”).

The Seattle Closing shall occur no more than ten (10) business days following the later to occur

of (i) the date on which the Seattle FCC Consent has been granted and (ii) the other conditions to the KMYU Closing set forth in the

KMYU Asset Purchase Agreement.

The closing of the KMYU Asset Sale Transaction took place on September 24, 2021.

Madison Technologies Inc.

Form 10-K - 2021 Page 5

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

includes the following components:

Initial inventory with an estimated cost of $600,000

Social media and online advertising of $50,000

of Licensed Products

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

in connection with the sale of similar products.

Many of the competitors have a very diverse portfolio and have not confined their

market to one product or line of products, but offer a wide array of products.

All of these competitors have been in business

for longer than Madison and may have established more strategic partnerships and relationships than Madison.

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

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.

June 9, 2021, Sovryn, entered into an asset purchase agreement (the “W27EBAsset Purchase Agreement”) with Local Media TV

Chicago, LLC, a Delaware limited liability company (the “Chicago Seller”).

Upon the terms and subject to the satisfaction

of the conditions described in the W27EB Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the

W27EB-D Class A television station owned by the Chicago Seller (the “Chicago Acquired Station”), certain tangible personal

property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed

liabilities in connection with the Chicago Acquired Station (the “W27EBAsset Sale Transaction”).

As consideration for the

Chicago Asset Sale Transaction, Sovryn has agreed to pay the Seattle Seller $5,700,000, $285,000 of which was paid to the Chicago Seller

and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Chicago Seller (the “Chicago

Escrow Fee”).

The closing of the W27EB Asset Sale Transaction (the “W27EB Closing”) is subject to, among other things,

consent by the FCC to the assignment of the FCC authorizations pertaining to the Chicago Acquired Station, from Chicago Seller to Sovryn

(the “Chicago FCC Consent”).

The Chicago Closing shall occur no more than third (3 rd ) business days following

the later to occur of (i) the date on which the Chicago FCC Consent has been granted and (ii) the other conditions to the W27EB Closing

set forth in the W27EB Asset Purchase Agreement.

July 13, 2021, Sovryn, entered into an asset purchase agreement (the “KPHE Asset Purchase Agreement”) with Lotus TV of Phoenix

LLC, an Arizona limited liability company (the “Arizona Seller”).

Upon the terms and subject to the satisfaction of the conditions

described in the KPHE Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the KPHE-LD low power

television station owned by the Arizona Seller (the “Arizona Acquired Station”), certain tangible personal property, certain

real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection

with the Arizona Acquired Station (the “Arizona Asset Sale Transaction”).

As consideration for the Arizona Asset Sale Transaction,

Sovryn has agreed to pay the Seattle Seller $2,000,000, $100,000 of which was paid to the Arizona Seller and to be held in escrow pursuant

to the terms of an escrow agreement entered into between Sovryn and the Arizona Seller (the “Chicago Escrow Fee”).

of the KPHE Asset Sale Transaction (the “Arizona Closing”) is subject to, among other things, consent by the FCC to the assignment

of the FCC authorizations pertaining to the Arizona Acquired Station, from Arizona Seller to Sovryn (the “Arizona FCC Consent”).

The Arizona Closing shall occur no more than five (5) business days following the later to occur of (i) the date on which the Arizona

FCC Consent has been granted and (ii) the other conditions to the Arizona Closing set forth in the KPHE Asset Purchase Agreement.

August 31, 2021, Sovryn entered into an asset purchase agreement (the “KVSD Asset Purchase Agreement”) with D’Amico

Brothers Broadcasting Corp., a California company (the “San Diego Seller”).

Upon the terms and subject to the satisfaction

of the conditions described in the KVSD Asset Purchase Agreement, Sovryn agreed to acquire the licenses and Federal Communications Commission

(“FCC”) authorizations to the KVSD-LD low power television station owned by the San Diego Seller (the “San Diego Acquired

Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and

prepaid items together with certain assumed liabilities in connection with the San Diego Acquired Station (the “KVSD Asset Sale

Transaction”).

As consideration for the KVSD Asset Sale Transaction, Sovryn has agreed to pay the San Diego Seller $1,500,000 in

cash, $75,000 of which was paid to the San Diego Seller (subsequent to the period end) and to be held in escrow pursuant to the terms

of an escrow agreement entered into between Sovryn and the San Diego Seller (the “KVSD Escrow Fee”).The closing of the KVSD

Asset Sale Transaction (the “KVSD Closing”) is subject to, among other things, consent by the FCC to the assignment of the

FCC authorizations pertaining to the San Diego Acquired Station, from the San Diego Seller to Sovryn (the “San Diego FCC Consent”).

The KVSD Closing shall occur no more than the three (3) business days following the later to occur of (i) the date on which the San Diego

FCC Consent has been granted and (ii) the other conditions to the KVSD Closing set forth in the KVSD Asset Purchase Agreement.

September 9, 2021, we entered into a Secured Loan and Security Agreement (“Loan Agreement”) with Top Dog Productions, Inc.,(d/b/a

The Jay and Tony Show) as the borrower (the “Borrower”) under such Loan Agreement.

The Loan Agreement provides that we will

make one or more disbursements of a Loan to the Borrower in an aggregate principal amount not to exceed $2,000,000.

Our commitment to

make disbursements ends on September 8, 2022 and all unpaid principal will mature on September 9, 2022.

Interest will accrue on the outstanding

principal under the Note at 5%;

provided, however, that interest will accrue at 24% per annum from the date of the occurrence of an Event

of Default until the principal is paid.

Any accrued and unpaid interest shall be payable on March 9, 2022 and September 9, 2022 and on

the date any principal of the loan is prepaid on the amount of such principal so prepaid.

The Borrower may repay the principal of the

loan at any time.

Any principal that is repaid may not be reborrowed.

To date, the Borrower has not made a principal or interest payment

and unpaid interest was approximately $12,000 as of June 30, 2022.

Madison Technologies Inc.

Form 10-K - 2021 Page 6

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.

the September 16, 2021, we entered into an exchange agreement (collectively, the “Exchange Agreement”) with the holders of

Series E Preferred Stock pursuant to which the holders agreed to exchange all of the shares of Series E Preferred Stock for an aggregate

of 1,152,500 shares of convertible Series E-1 Preferred Stock and an aggregate of 1,091,388,889 shares of Common Stock.

Each share of

series E-1 Preferred Stock is convertible into 1,000 shares of Common Stock and has voting rights equal to the number of shares of Common

Stock into which the Series E would be convertible on the record date for the vote or consent of our stockholders, and shall otherwise

have voting rights and powers equal to the voting rights and powers of common stock.

September 23, 2021, we entered into a Limited Waiver and First Amendment to the Securities Purchase Agreement, Notes, Warrants and Registration

Rights Agreement (the “Waiver”), with the Investors and Arena Investors, LP, in its capacity as agent.

Pursuant to the Agreement,

the Agent and the Investors have agreed (i) to waive certain Event of Default (each as defined in the Notes) which occurred on or prior

to the date of the Waiver , (ii) to make certain amendments to the Purchase Agreement to, among other things, allow for us to issue up

to $2 million of subordinated indebtedness, enter into the loan agreement with Top Dog Productions Inc., make

certain amendments to the Purchase Agreement to effect such waivers and to release the remainder of the proceeds in the Funding

Account (as defined in the Purchase Agreement) to us, (iii) to make certain amendments to the Notes to, among other things, make the

conversion price a fixed price of $0.02 and to provide for certain Permitted Acquisitions (as defined under the Waiver), (iv) to make

certain amendments to the Warrants to, among other things, make the exercise price a fixed price of $0.025 and to clarify the mechanics

of the cashless exercise provision and (v) to make certain amendments to the registration rights agreement to extend the Effectiveness

Date (as defined in the Registration Rights Agreement) to February 17, 2022.

October 20, 2021, we entered into a Stock Acquisition Agreement with Top Dog Productions Inc., Jay Blumenfield and Anthony Marsh whereby

we will acquire all of the shares of Top Dog Productions Inc., and in exchange, we will pay the purchase price of $10,000,000 in shares

of our Common Stock.

number of shares of Common Stock to be issued will be subject to a “collar”, with a minimum number of 16,666,667 shares in

the event that the closing bid and ask price before the Closing for our stock is $0.60 or greater, and a maximum number of 25,000,000

shares in the event that the closing bid and ask price before the Closing for our stock is $0.40 or less, with ratable adjustments for

a Closing Price between $0.40 and $0.60.

The Closing is subject to receipt of audited and other financial statements of Top Dog Productions

Inc., other deliverables, and terms and conditions.

This agreement is also subject to standard termination provisions including if the

Closing had not occurred within 60 days of the execution of the Agreement.

The terms of this transaction have since been amended.

number of shares of our Common Stock issued to the shareholders of Top Dog Productions Inc.

to complete the transaction will total 12,500,000

In addition, the shareholders of Top Dog Productions Inc.

may receive an additional 12,500,000 shares of our Common Stock by

the year ended December 31, 2024, subject to EBITDA milestones.

October 25, 2021, Sovryn entered into an asset purchase agreement with Mako Communications, LLC, a Texas Limited Liability company to

acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the K07AAJ-D and W05DK-D low power television

stations construction permits for the Bakersfield and San Juan.

As consideration for the Bakersfield and San Juan Asset Sale Transaction,

Sovryn has agreed to pay $115,000 in cash, $10,000 of which was paid in escrow pursuant to the terms of an escrow agreement entered into

between us and Mako Communications LLC.

November 3, 2021, Sovryn entered into an asset purchase agreement with Prism Broadcasting Network Inc .

, a Georgia corporation to acquire

the licenses and Federal Communications Commission (“FCC”) authorizations to the WANN-CD low power television station.

consideration for the WANN Asset Sale Transaction, Sovryn has agreed $5,250,000 in cash, $200,000 of which was paid to in escrow pursuant

to the terms of an escrow agreement entered into between Sovryn and the Prism Broadcasting Network Inc.

Madison Technologies Inc.

Form 10-K - 2021 Page 7

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

November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc.

to sell CZJ License Inc., one of our wholly owned

subsidiaries, for $250,000.

At Closing, the ZA Group Inc.

delivered a convertible promissory note with a principal amount equal to the

purchase price.

The interest rate on the note was 5% per annum and matures on November 5, 2023.

The Note may be converted, from time

to time, after 180 days from the issuance date of the Note into common stock of ZA Group Inc., at a fixed conversion price of $0.005 per

share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc.

operations, prior to the acquisition of Sovryn Holdings, Inc.

in February 2021, included (i) the distribution of Tuffy Pack’s product

line of custom inserts that provided a level of personal protection from ballistic threats similar to what law enforcement officers wear

daily as bullet proof vests and (ii) with its licensing agreement with the Casa Zeta-Jones Brand, development and distribution of a new

luxury shaving regiment under the Luxurie Legs line of products exclusively designed and branded for women under the Casa Zeta-Jones

abandoned the Tuffy Pack product line during the fourth quarter of 2020 and in connection with the Acquisition of Sovryn Holdings, as

described below, we no longer intended to focus on the CZJ Brand and Luxurie Legs line of products and instead pursued the business of

Sovryn Holdings.

through our wholly-owned subsidiary, Sovryn 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” of content (“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 received FCC approval for seven acquisitions (i) KNLA/KNET, a Class A television station in Los Angeles, (ii) KVVV, a

low power television station in Houston and (iii) KYMU-LD, a low power television station in Seattle, having closed, with four remaining,

W27EB Chicago, KVSD San Diego, KPHE Phoenix, and KDTL St.

Finally, we have also signed a purchase agreements to acquire the WXNY

in New York and WANN in Atlanta, as well ownership of The Jay & Tony Show.

initial objective was to create a broadcast Over-The-Air (“OTA”) content distribution platform to capitalize on the changing

media and distribution landscape and on the growing OTA viewership in the U.S.

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 of revenue.

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.

Madison Technologies Inc.

Form 10-K - 2021 Page 8

are exploring more capital efficient and technology centric alternatives to its planned station acquisition distribution platform.

there is no guarantee that we will be successful with this alternative approach, we have determined that we will postpone further capital

expenditures on acquisitions and as a result, the planned acquisitions of W27EB-Chicago, KPHE-Phoenix, KVSD-San Diego, WANN-Atlanta and

Louis stations have been terminated and future acquisition plans have been put on hold while we evaluate this alternative approach.

the cornerstone of our new strategy, we formed a new vertical and have embarked on a buildout of a news and entertainment network, Blockchain

TV (“BCTV”) dedicated to cryptocurrency, NFT, Web3 and blockchain technology which we expect to launch in the coming months.

On February 15, 2022, we entered into an agreement with TMG, Inc., a Canada-based television production firm to produce, manage and operate

the television network and have since hired and engaged a number of blockchain news and entertainment personalities as anchors and hosts.

our relationship with TMG, Inc., we plan to produce, manage and operate proprietary content that will be broadcast and streamed 24/7

as “BCTV” on our OTA platform, APP and website and through third party broadcasters, cable television operators, alternative

video distribution platforms such as YouTube, Roku, Pluto and xumo.

The live content is designed and modeled after “Squawk Box”

with anchors, Bobby Del Rio, Catherine Murray and Ruth O’Neill, bringing viewers live, hourly shows on what is happening in the

crypto space, NFT, Web3 and the Metaverse marketplace.

BCTV plans to go “live” with its network in the third quarter of 2022.

Our primary revenue sources for BCTV will be advertising and sponsorship revenues.

seek to complete our acquisition of Top Dog Productions, Inc., a Los Angeles based television production company founded and operated

by Award-winning producers Jay Blumenfield and Tony Marsh.

Their studio team will continue creating and developing shows for third party

networks as well proprietary content for BCTV.

One example is their creation of an unscripted series, “Woke up Rich”, that

details rags to riches story of individuals who got involved in crypto.

plan to derive additional programming content by aggregating the world’s top influencers in the space, bringing larger than life

personalities to the screen and elevating their viral content into long and short-form programing that we push out on all platforms from

social media to broadcast television.

We envision airing gaming content with viewers enabled to play along interactively and be rewarded

with real world and meta world prizes.

registered the trademark “BLOCKCHAIN.TV Power 100” and we are compiling a list of the top 100 most influential people and

companies in the blockchain space around the world that we plan to use as a source for interviews that we incorporate in a daily show.

Our programming content plans include Blockchain Awards Shows for NFT, Crypto and Metaverse.

plan to livestream our content globally with game center technology from studios in New York City, Miami and Niagara Fall, Canada.

Entertainment will create and develop special events and conferences including opportunities around education.

see the opportunity to use BLOCKCHAIN.TV to generate another revenue stream through e-commerce opportunities in Community NFT, Metaverse

and crypto services.

licensed TV station has the capability of delivering 10+ different TV 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 us the

potential to stream content upon completion of the roll-up to over 2500 channels aggregated over expected 100 stations.

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.

Madison Technologies Inc.

Form 10-K - 2021 Page 9

Broadcast TV Technology

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

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

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 our current and potential competitors

have greater resources and access to capital.

If we need to obtain additional funding, we may not be able to obtain such capital on favorable

terms and be forced to delay its development as a result.

Furthermore, technological advancements and the resulting increase in programming

alternatives may increase competition for household audiences.

BCTV content will compete for viewership in a marketplace that is fragmented and niche.

Major media organizations such as Bloomberg and

Comcast, which operates CNBC and MSNBC, deliver content about crypto, NFT, Web3 and the metaverse, but none have a dedicated source for

viewers to continuously consume that content.

we are not and will not be dependent on one or a few major customers.

Our business is designed to generate revenue from four primary

categories of customers:

(1) advertisers and sponsors of our BCTV content that airs on our OTA platform, APP and website and through

third party broadcasters, cable television operators, alternative video distribution platforms such as YouTube, Roku, Pluto and xumo;

(2) people who view our BCTV content, and form the audience that attracts advertisers and sponsors;

(3) people who interact with our

content either as viewers or as attendees as BLOCKCHAIN.TV branded events;

and (4) third party networks that lease channels on our OTA

and Intellectual Property

does not own, either legally or beneficially, any patents or trademarks.

for the trademark “BLOCKCHAIN.TV Power 100”, we do not own, either legally or beneficially, any patents or trademarks.

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.

The FCC regulates our

broadcasting business and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties for the violation

of its regulations.

We must often obtain the FCC’s approval to obtain, renew, assign or modify a license, purchase a new station

or sell an existing station.

Our FCC license for KVVV is due for renewal on August 1, 2022, our licenses for KNLA and KNET are due for

renewal on December 1, 2022 and our license for KYMU is due for renewal on February 1, 2023.

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

securities laws.

Madison will also be subject to common business and tax rules and regulations pertaining to the operation of

its business.

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 securities

Madison will also be subject to common business and tax rules and regulations pertaining to the operation of its business.

Madison Technologies Inc.

Form 10-K - 2021 Page 10

and Development Activities and Costs

has not spent any funds on research and development activities to date.

have not spent any funds on research and development activities to date.

with Environmental Laws

Madison’s

current operations are not subject to any environmental laws.

does not own or rent facilities of any kind at the date of this filing.

Madison’s plan of operation may require the use

of warehousing facilities to store inventory and fulfill customer orders, these may be leased on a month to month basis as required.

plans to conduct its operations from the office of its president until Madison is in a position to commence and expand operations.

lease TV production and broadcast transmission facilities in Los Angeles County, California, King County, Washington and Harris County,

of Total Employees and Number of Full Time Employees

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.

Form 10-K - 2020 Page 8

Risk Factors.

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

under this item.

Unresolved Staff Comments.

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

under this item.

Madison’s

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

currently has no interest in any property.

Legal Proceedings.

is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property

or assets are the subject of any pending legal proceedings.

Mine Safety Disclosures.

are no current mining activities at the date of this report.

have four employees, all of whom are full time with three in TV broadcast operations and one in administration.

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