What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-01-25 compared with 2022-08-26 · 170 added, 356 removed, 10 unchanged (98% of the section changed)

Technologies Inc.

(“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

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

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

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

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” or the “Company” or “we” or “us” or “our”)

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

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

is seeking to

create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications

network designed to bring the most up-to-date cryptocurrency information and entertainment to the masses in the U.S.

We believe there is an information void

in the blockchain global community where there is no credible, reliable and unbiased source for the most up-to-date information.

We created BCTV to fill that void with a live broadcast network and distribution platform to deliver unbiased information in the

global blockchain marketplace.

We intend for BCTV to engage with viewers by bringing experts, entrepreneurs and entertainment programming

into their living rooms and on their devices with a focus on unpacking trends, separating fact from fiction and providing insight

into the volatile global marketplace.

The BCTV live news programming will be

delivered by a team of anchors who will provide breaking news, in-depth stories and interviews around the clock in studio settings

and on location through contributing journalists.

Our vision is to broadcast BCTV initially from Niagara Falls in Ontario, Canada

and to expand our broadcast locations to New York, Miami and Dubai, which are markets with relatively large numbers of people and

businesses connected to the cryptocurrency marketplace.

To achieve the North American rollout,

we are focusing on strategic partnerships and distribution deals that deliver BCTV to households through more than 300 over-the-air

television stations, through television distributors such as Comcast Cable, DirecTV and DishTV and through alternative distribution

platforms such as Roku, Hulu, YouTube, Pluto and Xumo.

The core revenue streams envisioned for

BCTV media content would be generated by selling advertising and sponsorships.

We seek to supplement core revenues by transacting

through e-commerce with our audience.

Building, growing and knowing your audience is a significant factor in developing core and

supplemental revenues.

Recent Developments

On February 17, 2021, we entered into a

securities purchase agreement with funds affiliated with Arena Investors, LP (collectively, 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”).

We used proceeds from the Notes to acquire KNET and KNLA, Class A television stations

in Los Angeles, California, KVVV, a low power television station in Houston, Texas, and KYMU-LD, a low power television station

in Seattle, Washington.

The Notes accrued 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.

We did not make the $0.4 million interest payments on the Notes that were due on April 1,

2022, July 1, 2022, October 1, 2022, and December 31, 2022, and accrued default interest accordingly.

The Notes were secured by

a blanket lien on all of the Company’s assets and the shares of common stock, par value $0.001 per share, of the Company

(“Common Stock”) and the Company’s preferred stock, par value $0.001 per share (collectively, the “Pledged

Assets”), held by Philip Falcone, FFO 1 2021 Irrevocable Trust (“FFO1”), FFO 2 2021 Irrevocable Trust (“FFO2”)

and Korr Value LP (collectively, the “Pledgors”), which shares the Investors had been granted the right to vote in

the event of default.

On January 28, 2023, Arena Investors, LP

(“Arena”), in its capacity as the agent (the “Agent”) for the Investors delivered a notice to us (the “Acceleration

Notice”), which stated that the Agent and the Investors (a) elected to cause the outstanding principal amount of the Notes,

plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof, to become immediately due and

payable in cash, (b) intended to commence legal action to collect any or all of the amounts due under the Notes, and (c) sought

the appointment of a receiver or trustee as a means of realizing proceeds on their collateral.

On September 21, 2023, the Agent for the

Investors delivered a notice to us that the Agent exercised the Investors’ rights to vote the Pledged Interests (as defined

in such notice) and to exercise the Pledgees’ rights, powers and privileges, to pass certain resolutions and to amend our

then-existing bylaws to, among other things, (i) remove the board of directors of the Company (the “Board of Directors”)

and all officers of the Company, and (ii) reduce the number of the Board of Directors from three directors to one director.

a result of the Agent delivering such notice and exercising its rights to vote the Pledged Interests, a change of control of the

Company occurred (the “Change of Control”).

On November 6, 2023, the shareholders of

the Company removed Philip Falcone and Warren Zenna from the Board of Directors and appointed Thomas Amon as the sole member of

the Board of Directors.

Amon removed all of the Company’s then-serving officers and appointed himself as the Company’s

President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Accounting

As of the date of this Annual Report

and since the last day of the year ended December 31, 2022, we have not been able to timely repay certain of our other outstanding

debt obligations in addition to those obligations to Arena and Z4 described above, with an aggregate of approximately $3.5 million

currently in default, including accrued interest, default interest and late fees.

As a result of the Change of Control, we intend

to strategize with the holders of such notes to extend, modify or otherwise revisit the terms of such indebtedness in order to

resolve such outstanding defaults.

Since October 2023, and as a result of

the Change of Control, we have had minimal operations and nominal assets consisting almost entirely of cash.

However, in December

2023, we held discussions with the head of content production of BCTV regarding initial plans to continue the Company’s business

plans described above as intended prior to the Change of Control.

However, we cannot make any guarantee as of the date of the filing

of this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (this “Annual Report”) as to the timing

and success of these plans, business relationships or reaching any self-imposed expectations, or that we will ultimately continue

the Company’s business as so described.

See “Cautionary Note Regarding Future Looking Statements”.

Discontinued Operations

On February 1, 2023, we entered into a

Partial Strict Foreclosure Agreement with the Investors, pursuant to which we transferred ownership of our Federal Communications

Commission (“FCC”) licenses and other broadcast television assets associated with the broadcast television business

of SovRyn Holdings, Inc (“Sovryn”), then our subsidiary, to a third-party entity controlled by the Investors (the “Partial

Foreclosure Agreement”).

In consideration therefor, the Investors agreed to reduce the indebtedness under the Notes by $11,600,000.

As a result, the revenues, expenses, assets and liabilities of Sovryn were deemed discontinued operations for the year ended December

Competitive Conditions

Through our BCTV content, we intend to

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

Major media organizations such as Bloomberg and Comcast,

which operate CNBC and MSNBC, respectively, deliver content about cryptocurrencies, but none have a dedicated source for viewers

to continuously consume that content.

Dependence on Customers

Currently, we are not, and plan not to

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 airing on our broadcast over-the-air content distribution platform (the “OTA

Platform”), applications and websites, as well as through third-party broadcasters, cable television operators, and 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

(2) viewers of our BCTV content, who form the audience that

attracts advertisers and sponsors;

and (3) third-party networks that lease channels on our OTA Platform.

and Intellectual Property

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

We do not currently own any patents, trademarks

or other intellectual property.

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 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

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

Broadcast licenses are issued by and subject

to the rules and regulations of the FCC, pursuant to the Communications Act of 1934.

The FCC regulates broadcasting businesses

and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties for the violation of its regulations.

In the event we continue to conduct our business in the same manner prior the Change of Control, we would potentially be subject

to FCC rules and regulations.

In order to obtain, renew, assign or modify a license, purchase a new station or sell an existing

station, we must obtain approval from the FCC.

Depending on our anticipated and future

operations, we expect to continue to be subject to other federal and state laws and regulations that relate directly or indirectly

to our operations, including federal securities laws.

We are also subject to common business and tax rules and regulations pertaining

to the operation of our business.

and Development Activities and Costs

2 unchanged sentences

current operations are not subject to any environmental laws.

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

Our principal executive office, at which

minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester Avenue, Suite 401, Purchase,

of Total Employees and Number of Full Time Employees

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

We have one employee who serves as our

President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer.

Note Regarding Forward Looking Statements

The information in this Annual Report on

Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such forward-looking statements

involve risks and uncertainties, including statements regarding Madison’s capital needs, future cash flows, financial results,

business strategy, business plans and objectives, current and future operations, intentions, expectations any statements concerning

proposed new products, services or developments;

any statements regarding future economic conditions or performance;

any statements

and any statements of assumptions underlying any of the foregoing.

Any statements contained herein that are not statements

of historical facts may be deemed to be forward-looking statements.

In some cases, you can identify forward-looking statements

by terminology such as “may”, “will”, “likely”.

“should”, “expect”,

“plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,

“forecast”, “seek”, “target”, “potential” or “continue”, the negative

of such terms or other comparable terminology.

Actual events or results may differ materially.

In evaluating these statements,

you should consider various factors, including the risks outlined from time to time, in other reports Madison’s files with

Securities and Exchange Commission (“SEC”).

Such forward-looking statements in this

Annual Report, as well as in our other periodic reports on Form 10-Q and Form 8-K filed with the SEC, in our press releases, in

our presentations, on our website and in other materials released to the public, are out of our control and subject to risks and

uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained

in this Annual Report.

As a result, the identification and interpretation of data and other information and their use in developing

and selecting assumptions from and among reasonable alternatives requires the exercise of judgment.

To the extent that the assumed

events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed

on the achievability of such forward-looking statements.

No assurance can be given that any of the assumptions relating to such

forward-looking statements are accurate.

Such forward-looking statements are made

as of the date of the filing of this Annual Report with the SEC and Madison disclaims any obligation to publicly update such forward-looking

statements, or disclose any difference between its actual results and those reflected in such forward-looking statements, as a

result of new information, future events or otherwise.

The Company’s management may, from time to time, make oral forward-looking

Madison strongly advises that the above paragraphs and the risk factors described in this Annual Report and in Madison’s

other documents filed with the SEC should be read for a description of certain factors that could cause the actual results of Madison

to materially differ from those in such oral forward-looking statements.

Madison disclaims any intention or obligation to update

or revise any such oral forward-looking statements whether as a result of new information, future events or otherwise.

All forward-looking

statements attributable to us are expressly qualified by these cautionary statements.

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