What changed in this filing

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Item 9A. Controls and Procedures

2024-01-25 compared with 2022-08-26 · 637 added, 518 removed, 34 unchanged (97% of the section changed)

Controls and Procedures.

Controls and Procedures

connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by our management, with the participation

of our Chief Executive Officer, who also serves as our Principal Financial and Accounting Officer, of the effectiveness of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)

as of December 31, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports

filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC

rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow

timely decisions regarding required disclosures.

on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures

were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the SEC rules and forms and that such information was accumulated or communicated to management to allow timely decisions

regarding required disclosure.

Disclosure Controls and Procedures

In connection with the preparation of this

annual report on Form 10-K, an evaluation was carried out by the sole member of our Board of Directors and our Chief Executive

Officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act as of December 31, 2022.

Disclosure controls and procedures are designed to ensure that information required to be disclosed

in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified

in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive

Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management

concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in

recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the

SEC rules and forms and that such information was accumulated or communicated to management to allow timely decisions regarding

required disclosure.

In particular, we identified material weaknesses in internal control over financial reporting, as discussed

Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX)

Section 404 A.

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for

external purposes in accordance with U.S.

generally accepted accounting principles.

Internal control over financial reporting includes

those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations

of management and the Board of Directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions

or that the degree of compliance with the policies or procedures may deteriorate.

Madison Technologies Inc.

Form 10-K - 2021 Page 33

conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria

established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”).

As a result of this assessment, management identified material weaknesses in internal control over financial

material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public

Company Accounting Oversight Board were:

(1) lack of a functioning audit committee and lack of a majority of outside directors on our

board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives;

(3) insufficient written policies and procedures for accounting

and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

and (4) ineffective

controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified and communicated

to management in connection with the preparation and audit of our financial statements as of December 31, 2020 and the preparation of

our 2021 quarterly financial statements.

a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of

December 31, 2021, our internal control over financial reporting was not effective based on the criteria in Internal Control –

Integrated Framework issued by COSO.

believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results.

management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors

caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial

are committed to improving its financial organization.

As part of this commitment and when funds are available, we will create a position

to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting expertise within

the accounting function by:

(i) appointing one or more outside directors to its board of directors who will also be appointed to our

audit committee, resulting in a fully functioning audit committee that will undertake the oversight in the establishment and monitoring

of required internal controls over financial reporting;

and (ii) preparing and implementing sufficient written policies and checklists

that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

Management’s Report on Internal

Controls over Financial Reporting

Management is responsible for establishing

and maintaining adequate internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

control framework over financial reporting is a process designed under the supervision of our Chief Executive Officer to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external

purposes in accordance with U.S.

generally accepted accounting principles (“US GAAP”).

Internal control over financial

reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree

of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the

effectiveness of our internal control over financial reporting as of December 31, 2022, based on criteria established in Internal

Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency,

or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that

a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The matters involving internal controls

and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight

(1) lack of a functioning audit committee and no outside directors on our Board of Directors, resulting in ineffective

oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties

consistent with control objectives;

(3) insufficient written policies and procedures for accounting and financial reporting with

respect to the requirements and application of US GAAP and SEC disclosure requirements;

and (4) ineffective controls over period

end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified and communicated to management

in connection with the preparation and audit of our financial statements as of December 31, 2022, and the preparation of our 2023

quarterly financial statements.

As a result of the material weakness in

internal control over financial reporting described above, management has concluded that, as of December 31, 2022, our internal

control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued

Management believes that the material weaknesses

set forth in items (2), (3) and (4) above did not have an effect on our financial results.

However, management believes that the

lack of a functioning audit committee and no outside directors on our Board of Directors caused and continues to cause an ineffective

oversight in the establishment and monitoring of the required internal controls over financial reporting.

We are committed to improving our financial

organization.

As part of this commitment and when funds are available, we will create a position to segregate duties consistent

with control objectives and will increase its personnel resources and technical accounting expertise within the accounting function

(i) appointing additional outside directors to its board of directors who will also be appointed to our audit committee, resulting

in a fully functioning audit committee that will undertake the oversight in the establishment and monitoring of required internal

controls over financial reporting;

and (ii) preparing and implementing sufficient written policies and checklists that will set

forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure

requirements.

Management believes that the appointment

of additional outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning

audit committee and a lack of a majority of outside directors on our Board.

In addition, management believes that preparing and

implementing sufficient written policies and checklists will remedy the following material weaknesses:

(i) insufficient written

policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

SEC disclosure requirements;

believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will

remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

In addition, management

believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses:

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of US GAAP and SEC disclosure requirements;

and (ii) ineffective controls over period end financial close and reporting processes.

management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation

Further, management

believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation

of duties and provide more checks and balances within the department.

Additional personnel will also provide the cross training needed

to support our internal controls if personnel turn-over issues within the department occur.

This, coupled with the appointment of additional

outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future.

will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are

committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting.

As a result, this annual report does not include an attestation report of our independent registered public accounting firm regarding

internal control over financial reporting.

We are not required to have, nor have we, engaged our independent registered public accounting

firm to perform an audit of internal control over financial reporting pursuant to the temporary rules of the Securities and Exchange

Commission that permit us to provide only management’s report in this annual report.

Madison Technologies Inc.

Form 10-K - 2021 Page 34

in Internal Controls

were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year

ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial

Additional personnel will also provide the cross training

needed to support our internal controls if personnel turn-over issues within the department occur.

This, coupled with the appointment

of additional outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future.

Management will continue to monitor and

evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further

action and implementing additional enhancements or improvements, as necessary and as funds allow.

Our independent auditors have not issued

an attestation report on management’s assessment of our internal control over financial reporting.

As a result, this Annual

Report does not include an attestation report of our independent registered public accounting firm regarding internal control over

financial reporting.

We are not required to have, nor have we, engaged our independent registered public accounting firm to perform

an audit of internal control over financial reporting pursuant to the temporary rules of the SEC that permit us to provide only

management’s report in this annual report.

Changes in Internal Controls

There were no changes in our internal controls

over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2022, that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

Identify Directors and Executive Officers

director of Madison holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified,

or (iii) the director resigns.

management team is listed below.

Technologies Inc.

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

other Harbinger Capital-affiliated funds.

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

Falcone served

as a director of HC2 Holdings, Inc.

HCHC), a diversified holding company (“HC2”), from January 2014 until July 2020,

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

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

(f/k/a Harbinger Group Inc., “HRG”)

from July 2009 to November 2014.

From July 2009 to July 2011, Mr.

Falcone also served as the President of HRG.

Falcone has over two

decades of experience in leveraged finance, distressed debt and special situations.

Prior to joining the predecessor of Harbinger Capital,

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

From 1998 to 2000, he managed the Barclays High Yield and Distressed

trading operations.

Falcone held a similar position with Gleacher Natwest, Inc., from 1997 to 1998.

Falcone began his career

in 1985, trading high yield and distressed securities at Kidder, Peabody & Co.

Falcone served as a member of the board of directors

of Inseego Corp.

INSG), a provider of intelligent wireless solutions for the worldwide mobile communications market from 1994

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

2017 through August 2018.

Falcone received an A.B.

in Economics from Harvard University.

Technologies Inc.

Chief Technology Officer, Chief Operating Officer

Madison Technologies Inc.

Form 10-K - 2021 Page 35

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

including construction, maintenance and operation of broadcast stations.

Most recently Mr.

Turner was the COO and director of engineering

at Hc2 Broadcasting, prior to that he was the director of engineering at Dallas based Daystar Television Network.

Turner is a graduate

of the Texas A&M University system.

Technologies Inc.

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

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

business growth strategies, he current clients include Equinox, DailyPay, EngageDBR, Semcasting and Spectrum Media Services d/b/a Advanced

Identify Significant Employees

than the directors and officers, we have no significant employees.

Family Relationships

are no family relationships among the directors, executive officers or persons nominated or chosen by us to become directors or executive

Involvement in Certain Legal Proceedings

bankruptcy petition has been filed by or against any business of which any director was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time.

director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations

and other minor offences).

director has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,

securities or banking activities.

director has been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended,

Legal Proceedings involving Mr.

September 16, 2013, the United States District Court for the Southern District of New York entered a final Judgment (the “Final

Judgment”) approving a settlement between the SEC and Harbinger Capital, Harbinger Capital Partners Special Situations GP, LLC,

Harbinger Capital Partners Offshore Manager, L.L.C., and Philip A.

Falcone (collectively, the “HCP Parties”), in connection

with two civil actions previously filed against the HCP Parties by the SEC.

One civil action alleged that Harbinger Capital Partners

Special Situations GP, LLC, Harbinger Capital Partners Offshore Manager, L.L.C., and Mr.

Falcone violated the anti-fraud provisions of

the federal securities laws by engaging in market manipulation in connection with the trading of the debt securities of a particular

issuer from 2006 to 2008.

On October 14, 2022, we issued a $110,000

note with a $10,000 original issue discount, which matured on October 14, 2023 and bore interest at 12% per annum.

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share,

which is exercisable upon issuance until May 5, 2029.

As of December 31, 2022, $110,000 in principal under such note was outstanding.

On October 27, 2022, the Agent for the

Investors notified us that certain events of default have occurred and are continuing under the Investors’ Notes.

21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged

the outstanding principal balances of the Investor Notes, that we have an obligation for interest, including default interest,

fees and expenses in connection with the Investor Notes, that we have no rights of offset, defenses, claims or counterclaims with

respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones

by the dates as set forth therein.

The Forbearance Agreement expired on December 30, 2022.

On September 16, 2022, we issued a $55,000 convertible note with a $5,000 original issue discount, which matured on September 16, 2023 and bore interest at 12% per annum.

The note may be converted into shares of our Common Stock at the lesser of $0.001 per share or at a 50% discount to the lowest closing price of our Common Stock within the past twenty days prior to a conversion.

As of December 31, 2022, $55,000 in principal under such note was outstanding.

On December 2, 2022, we issued a $220,000

note with a $20,000 original issue discount, which matured on October 14, 2023 and bore interest at 12% per annum.

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 10,000,000 shares of our Common Stock at $0.02 per share,

which is exercisable upon issuance until May 5, 2029.

As of December 31, 2022, $220,000 in principal under such note was outstanding.

the fourth quarter ended December 31, 2022, events of default were triggered due to non-payment of outstanding promissory notes

resulting in approximately $3.5 million, including accrued interest, default interest and late fees, becoming due and payable

to such holders.

Additionally, during such period, Sovryn triggered an event of default under a television station asset lease

due to nonpayment, resulting in the lessor having the right to lease the television station asset to a third party and hold Sovryn

liable for any deficiency.

The FCC license used to operate the television station was subsequently foreclosed upon by the Investors

and Sovryn no longer operates the television station.

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers,

and Corporate Governance.

(a) Identify Directors and Executive

Amon, currently the sole member of

the Board of Directors, holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been duly elected

and qualified, or (iii) his resignation.

As of the date of this Annual Report, Madison’s

management team consists solely of Mr.

Amon, who serves as the Company’s President, Chief Executive Officer, Chief Financial

Officer, Principal Accounting Officer, Secretary, Treasurer and sole director.

Amon was appointed to such positions in connection

with the Change of Control on November 6, 2023

Amon, age 76, is a corporate and M&A

specialist with over 40 years’ experience representing small and medium sized companies and investment funds.

Over the past

five years, Mr.

Amon has operated a law practice, the Law Office of Thomas Amon, until June 1, 2023 when he began working at Praetor

Legal Services.

From July 2020 until July 31, 2023, Mr.

Amon served on the board of Everything Blockchain, Inc.

For the past 15

Amon has also served as President of Spoleto Corporation.

Amon also serves as a board member of a number of charitable

institutions located in New York City and New England.

Amon is a securities lawyer by trade and is licensed to practice in

the State of New York.

He graduated from Harvard College received his J.D.

from the University of Virginia School of Law.

believes that Mr.

Amon’s legal expertise in corporate and mergers and acquisitions matters for small and medium sized public

and private companies and his role as a licensed practicing lawyer provide him with the requisite qualifications and skills to

serve as a member of the Board of Directors.

(b) Identify Significant Employees

Other than Mr.

Amon, we have no significant

employees as of the date of this Annual Report.

There are no family relationships among

the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

(d) Involvement in Certain Legal Proceedings

To the best of our knowledge, and except

as set forth below, none of our current directors or executive officers has, during the past ten years:

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

Been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as may

be set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or

executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates

which are required to be disclosed pursuant to the rules and regulations of the SEC.

Certain Legal Proceedings involving

On September 16, 2013, the United States

District Court for the Southern District of New York entered a final Judgment (the “Final Judgment”) approving a settlement

between the SEC and Harbinger Capital, Harbinger Capital Partners Special Situations GP, LLC, Harbinger Capital Partners Offshore

Manager, L.L.C., and Philip A.

Falcone (collectively, the “HCP Parties”), in connection with two civil actions previously

filed against the HCP Parties by the SEC.

One civil action alleged that Harbinger Capital Partners Special Situations GP, LLC,

Harbinger Capital Partners Offshore Manager, L.L.C., and Mr.

Falcone violated the anti-fraud provisions of the federal securities

laws by engaging in market manipulation in connection with the trading of the debt securities of a particular issuer from 2006

The other civil action alleged that Harbinger Capital and Mr.

Falcone violated the anti-fraud provisions of

the federal securities laws in connection with a loan made by Harbinger Capital Partners Special Situations Fund, L.P.

in October 2009 and in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with,

Falcone violated the anti-fraud provisions of the federal

securities laws in connection with a loan made by Harbinger Capital Partners Special Situations Fund, L.P.

Falcone in October

2009 and in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with,

certain fund investors.

Madison Technologies Inc.

Form 10-K - 2021 Page 36

Final Judgment barred and enjoined Mr.

Falcone for a period of five years (after which he may seek to have the bar and injunction lifted)

from acting as or being an associated person of any “broker,” “dealer,” “investment adviser,” “municipal

securities dealer,” “municipal adviser,” “transfer agent,” or “nationally recognized statistical

rating organization.” During the period of the bar, Mr.

Falcone may remain associated with Harbinger Capital and certain other

Harbinger Capital-related entities;

The Final Judgment barred and enjoined

Falcone for a period of five years (after which he may seek to have the bar and injunction lifted) from acting as or being

an associated person of any “broker,” “dealer,” “investment adviser,” “municipal securities

dealer,” “municipal adviser,” “transfer agent,” or “nationally recognized statistical rating

organization.” During the period of the bar, Mr.

Falcone may remain associated with Harbinger Capital and certain other Harbinger

Capital-related entities;

provided that, during such time, Mr.

Falcone’s association will be limited as set forth

in the Final Judgment.

Falcone’s association will be limited as set forth in the

Final Judgment.

The HCP Parties must take all actions reasonably necessary to expeditiously satisfy all redemption requests of

investors in the Harbinger Capital-related funds, which may include the orderly disposition of Harbinger Capital-related fund assets.

In addition, during the bar period, the HCP Parties and certain Harbinger Capital-related entities may not raise new capital or make

capital calls from existing investors.

The Final Judgment required the HCP Parties to pay disgorgement, prejudgment interest, and civil

penalties totaling approximately $18 million.

In addition, certain of the activities of the HCP Parties at the Harbinger Capital-related

funds were subject to the oversight of an independent monitor for two years.

Additionally,

on October 7, 2013, HRG, Fidelity & Guaranty Life (f/k/a, Harbinger F&G, LLC, “FGL”), a subsidiary of HRG Group,

(f/k/a Harbinger Group Inc.., an entity in which Mr.

Falcone use to serve as CEO and a director, “HRG”), Fidelity &

Guaranty Life Insurance Company of New York (“FGL NY Insurance”), a subsidiary of FGL, and Mr.

Falcone delivered a commitment

(the “NYDFS Commitment”) to the New York State Department of Financial Services (“NYDFS”) pursuant to which Mr.

Falcone agreed for a period of up to seven years that he will not, directly or indirectly, individually or through any person or entity,

exercise control (within the meaning of New York Insurance Law Section 1501(a)(2)) over FGL NY Insurance or any other New York-licensed

In addition, during the bar period, the HCP Parties and certain Harbinger Capital-related entities may not raise new capital or

make capital calls from existing investors.

The Final Judgment required the HCP Parties to pay disgorgement, prejudgment interest,

and civil penalties totaling approximately $18 million.

In addition, certain of the activities of the HCP Parties at the Harbinger

Capital-related funds were subject to the oversight of an independent monitor for two years.

Additionally, on October 7, 2013, HRG,

Fidelity & Guaranty Life (f/k/a, Harbinger F&G, LLC, “FGL”), a subsidiary of HRG Group, Inc.

(f/k/a Harbinger

Group Inc., an entity in which Mr.

Falcone use to serve as CEO and a director, “HRG”), Fidelity & Guaranty Life

Insurance Company of New York (“FGL NY Insurance”), a subsidiary of FGL, and Mr.

Falcone delivered a commitment (the

“NYDFS Commitment”) to the New York State Department of Financial Services (“NYDFS”) pursuant to which

Falcone agreed for a period of up to seven years that he will not, directly or indirectly, individually or through any person

or entity, exercise control (within the meaning of New York Insurance Law Section 1501(a)(2)) over FGL NY Insurance or any other

New York-licensed insurer.

In connection with the NYDFS Commitment, neither Mr.

Falcone nor any employee of Harbinger Capital, may (i) serve as a director

or officer of FGL or (ii) be involved in making investment decisions for FGL’s portfolio of assets or any funds withheld account

supporting credit for reinsurance for FGL.

Falcone nor any employee of Harbinger Capital,

may (i) serve as a director or officer of FGL or (ii) be involved in making investment decisions for FGL’s portfolio of assets

or any funds withheld account supporting credit for reinsurance for FGL.

The NYDFS Commitment provides that:

Falcone may continue to own any direct or indirect

interest in HRG and serve as an officer or director of HRG and (ii) HRG may continue to own any direct or indirect interest in FGL NY

Insurance and any other New York-licensed insurer.

Any other activities related solely to FGL (other than FGL NY Insurance) are not prohibited

and HRG executives may continue to serve on FGL’s board of directors.

In addition, in connection with its re-domestication to Iowa,

on October 7, 2013, Fidelity & Guaranty Life Insurance Company (“FGL Insurance”), a subsidiary of FGL, agreed to the

conditions set by the Iowa Insurance Commissioner that neither Mr.

Falcone nor any employees of Harbinger Capital may serve as an officer

or director of FGL Insurance or FGL (but FGL Insurance may request that the Iowa Insurance Division lift this restriction after five

years) and neither Mr.

Falcone nor Harbinger Capital will be involved in making investment decisions for FGL Insurance or any funds withheld

account that supports credit for reinsurance for FGL Insurance for five years.

Our Insurance Company is not licensed to operate in New

York State, and does not currently operate in New York State;

continue to own any direct or indirect interest in HRG and serve as an officer or director of HRG and (ii) HRG may continue to

own any direct or indirect interest in FGL NY Insurance and any other New York-licensed insurer.

Any other activities related solely

to FGL (other than FGL NY Insurance) are not prohibited and HRG executives may continue to serve on FGL’s board of directors.

In addition, in connection with its re-domestication to Iowa, on October 7, 2013, Fidelity & Guaranty Life Insurance Company

(“FGL Insurance”), a subsidiary of FGL, agreed to the conditions set by the Iowa Insurance Commissioner that neither

Falcone nor any employees of Harbinger Capital may serve as an officer or director of FGL Insurance or FGL (but FGL Insurance

may request that the Iowa Insurance Division lift this restriction after five years) and neither Mr.

Falcone nor Harbinger Capital

will be involved in making investment decisions for FGL Insurance or any funds withheld account that supports credit for reinsurance

for FGL Insurance for five years.

Our Insurance Company is not licensed to operate in New York State, and does not currently operate

in New York State;

therefore, the ban does not apply to our Insurance Company.

addition, Mr.

Falcone is a named defendant in litigation in connection with certain personal financial matters.

In addition, Mr.

Falcone is a named defendant

in litigation in connection with certain personal financial matters.

We understand that Mr.

Falcone continues to vigorously pursue his defense in connection with these matters, which may be time consuming and may result in the

loss of certain shares of his investment in us.

Compliance with Section 16(a) of the Exchange Act.

16(a) of the Security Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of us to file with

the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of our equity securities

(Form 4 and Form 5) and to provide copies of all such Forms as filed to us.

Section 16(a) of the Securities Exchange Act requires that

our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting

persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock.

Such reporting

persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review

of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that

all reporting requirements for fiscal year 2021 were complied with by each person who at any time during the 2021 fiscal year was a director

or an executive officer or held more than 10% of our common stock, except for the following:

Korr Value LP, Mr.

Canouse and Mr.

We expect that the aforementioned forms will be filed as soon as practicable following the filing of this Report on Form 10-K.

Madison Technologies Inc.

Form 10-K - 2021 Page 37

Nomination Procedure for Directors

do not have a standing nominating committee;

recommendations for candidates to stand for election as directors are made by the board

of directors.

We have not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for

shareholders to send communications to the board of directors.

Audit Committee Financial Expert

have no financial expert.

Management believes the cost related to retaining a financial expert at this time is prohibitive.

of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out

the duties of the Audit Committee.

Our Board of Directors has determined that the cost of hiring a financial expert to act as a director

and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial

expert on the Audit Committee.

Identification of Audit Committee

dos not have a separately-designated standing audit committee.

Rather, our entire board of directors performs the required functions

of an audit committee.

See “Item 12.

Falcone continues to vigorously pursue

his defense in connection with these matters.

On November 6, 2023, in connection with

the Change of Control, the shareholders of the Company removed Mr.

Falcone and Warren Zenna as our directors and appointed Thomas

Amon as the sole member of the Board of Directors.

Amon removed all Company officers and appointed himself as the Company’s

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

(e) Compliance with Section 16(a) of

the Exchange Act.

Section 16(a) of the Exchange Act requires

directors, executive officers and 10% or greater shareholders of us to file with the SEC initial reports of ownership (Form 3)

and reports of changes in ownership of our equity securities (Form 4 and Form 5) and to provide copies of all such Forms as filed

Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors

and executive officers, we believe that all reporting requirements for the year ended December 31, 2022 were complied with by each

person who at any time during the year ended December 31, 2022 was a director or an executive officer of the Company, or held more

than 10% of our Common Stock, except for the following:

one Form 4 not filed by Warren Zenna reporting one transaction and four

Form 4s not filed by Korr Value LP reporting four transactions.

(f) Code of Ethics

We adopted a code of ethics that applies

to all of our executive officers and employees, including our Chief Executive Officer and Chief Financial Officer.

14 of this Annual Report for a copy of such code of ethics.

Management believes our code of ethics is reasonably designed to deter

wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable disclosure in public

comply with applicable laws;

ensure prompt internal reporting of code violations;

and provide accountability for adherence

(g) Nomination Procedure for Directors

We do not have a standing nominating committee;

recommendations for candidates to stand for election as directors are made by the Board of Directors.

We have not adopted a policy

that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications

to the Board of Directors.

(h) Audit Committee

We do not have a separately designated

standing audit committee.

Rather, our sole director currently performs the required functions of an audit committee.

audit committee is responsible for:

Our audit committee is responsible for:

(1) selection and oversight of our independent accountant;

(2) establishing procedures for the receipt,

retention and treatment of complaints regarding accounting, internal controls and auditing matters;

(3) establishing procedures for the

confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters;

(2) establishing procedures for the receipt, retention and treatment

of complaints regarding accounting, internal controls and auditing matters;

(3) establishing procedures for the confidential, anonymous

submission by our employees of concerns regarding accounting and auditing matters;

(4) engaging outside advisors;

and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee.

of December 31, 2021, we did not have a written audit committee charter or similar document.

Code of Ethics

adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO.

See Exhibit 14

– Code of Ethics for more information.

We undertake to provide any person with a copy of its financial code of ethics free of charge.

Please contact Madison at 212-339-5888 to request a copy ofour financial code of ethics.

Management believes our financial code of ethics

is reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable

disclosure in public reports;

comply with applicable laws;

ensure prompt internal reporting of code violations;

and provide accountability

for adherence to the code.

Madison Technologies Inc.

Form 10-K - 2021 Page 38

and, (5) funding

for the outside auditor and any outside advisors engaged by the audit committee.

As of December 31, 2022, we did not have

a written audit committee charter or similar document.

(i) Audit Committee Financial Expert

We have no financial expert.

believes the cost related to retaining a financial expert at this time is prohibitive and has determined that the cost of hiring

a financial expert to act as a director and to be a member of an audit committee or otherwise perform audit committee functions

outweighs the benefits of having a financial expert.

(j) Insider Trading Policy

We intend to have our Board of Directors

adopt an insider trading policy to promote compliance with federal and state securities laws that prohibit certain persons who

are aware of material nonpublic information about a company from (i) trading in securities of that company, or (ii) providing material

nonpublic information to other persons who may trade on the basis of that information.

We have not yet adopted an insider trading

policy because we have just recently reshaped our Board of Directors that would advise on such policies in connection with the

Change of Control.

Executive Compensation.

has paid the following compensation to its named executive officers and managers during its fiscal year ended December 31, 2021 and 2020.

Madison has paid the following compensation

to its named executive officers during its fiscal years ended December 31, 2022 and 2021.

compensation table

1 unchanged sentence

Non-qualified

Henry Turner CTO and COO

Warren Zenna Director

Jeffrey Canouse Former CEO and Director

Stuart Sher Creative Manager

Walter Hoelzel Marketing Manager

February 15, 2021, we entered into a Consultant Agreement with GreenRock LLC, to retain Mr.

Falcone, its Managing Member, to serve

as a consultant to us and advise on all matters typically considered and decided upon by executive management and our board of directors,

and additionally to serve as Chairman of the Board of Directors and Chief Executive Officer.

We compensated GreenRock LLC $315,000

for its services provided in 2021.

March 3, 2021, we entered into a Consultant Agreement with Zenna Consulting Group, to retain Mr.

Zenna to serve as a consultant to

us and advise on all matters typically considered and decided upon by a chief marketing officer and a member of our board of directors,

and additionally to serve as a member of the Board of Directors.

We compensated Zenna Consulting Group $57,000 for its services provided

February 16, 2021, Mr.

Canouse resigned as CEO and was retained to serve as a consultant to us and advise on all matters typically

considered and decided upon by a chief compliance officer and member of our Board of Directors.

We compensated Mr.

Canouse $49,200

for his consulting services provided in 2021.

November 15, 2021, our service agreements with Mr.

Hoelzer were assumed by Forever Brands, Inc.

in connection with the

disposition of our CZJ products business.

We compensated Mr.

Hoelzer $55,000 for their consulting services provided

in 2021, respectively.

Madison Technologies Inc.

Form 10-K - 2021 Page 39

our inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.

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

are no employment agreements between us and any named executive officer, and there are no employment agreements or other compensating

plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation,

retirement, other termination of employment or from a change of control or from a change in a named executive officer’s responsibilities

following a change in control.

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

Security Ownership of Certain Beneficial Owners (more than 5%)

and Address of

Amount and Nature of

Street New York, NY

Falcone (6) 22 E 67 th Street New York, NY

Korr Value LP

1400 Old Country Road

Arena Special Opportunities

Partners 1, LP

405 Lexington Avenue, 59 th

Former Chief Executive Officer

Henry Turner ,

Former Chief Technology Officer and Former Chief Operating Officer

Jeffrey Canouse, Former

Chief Executive Officer, Former Chief Compliance Officer and Former Director

On February 15, 2021, we entered into a Consultant Agreement with GreenRock LLC, to retain Mr.

Falcone, its Managing Member, to serve as a consultant to us and advise on all matters typically considered and decided upon by executive management and our board of directors, and additionally to serve as Chairman of the Board of Directors and Chief Executive Officer.

We compensated GreenRock LLC $925,972 and $315,000 for its services provided in 2022 and 2021, respectively.

We have structured our compensation with

the following objectives in mind:

● offer competitive compensation to attract and retain highly qualified leaders to guide and govern;

● recognize the substantial investment of time and expertise necessary for the employees to discharge

their duties;

● ensure that compensation is easy to understand and is regarded positively by our shareholders and

Our executive compensation framework is

designed to continue to align and promote the alignment of pay and performance to the benefit of our shareholders.

Since our inception, no stock options,

stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.

Currently, there are no arrangements between

us and any of its directors whereby such directors are compensated for any services provided as directors.

There are no employment agreements between

us and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard

to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination

of employment or from a change of control or from a change in a named executive officer’s responsibilities following a change

Director Compensation for Fiscal Year Ended 2022

During the year

ended December 31, 2022, our non-employee director, Warren Zenna, was not paid any compensation in connection with his services

to the Board of Directors.

For compensation paid to our other directors, Phil Falcone and Jeffrey Canouse, during the year ended

December 31, 2022, see the Summary Compensation table in this Item 11 above.

Security Ownership of Certain

Beneficial Holders and Management and Related Stockholder Matters.

The following table sets forth, as of January

23, 2024, information regarding beneficial ownership of our capital stock by:

● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our

outstanding voting securities;

● each of our named executive officers;

● each of our directors;

● all of our named executive officers and directors as a group.

Beneficial ownership is determined according

to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole

or shared voting or investment power of that security, including securities that are exercisable for shares of Common Stock, Series B

Preferred Stock or Series E-1 Preferred Stock within sixty (60) days of January 23, 2024.

Except as indicated by the

footnotes below, we believe, based on the information furnished to us, that the holders named in the table below have sole voting

and investment power with respect to all shares of Common Stock, Series B Preferred Stock or Series E-1 Preferred Stock

shown that they beneficially own, subject to community property laws where applicable.

For purposes of computing the percentage

of outstanding shares of our Common Stock, Series B Preferred Stock and Series E-1 Preferred Stock held by each holder or

group of holders named above, any shares of Common Stock, Series B Preferred Stock or Series E-1 Preferred Stock that such

holder or holders have the right to acquire within sixty (60) days of January 23, 2024 is deemed to be outstanding, but

is not deemed to be outstanding for the purpose of computing the percentage ownership of any other holder.

The inclusion herein

of any shares of Common Stock, Series B Preferred Stock or Series E-1 Preferred Stock listed as beneficially owned does

not constitute an admission of beneficial ownership.

Unless otherwise identified, the address of each beneficial owner listed in

the table below is c/o Madison Technologies Inc., 2500 Westchester Avenue, Purchase, New York 10577.

Shares Beneficially Owned

Preferred Stock

% Total Voting

Name of Beneficial Owner

5% Stockholders:

Arena Investors, LP (5)

2,347,661,906 (3)

Series E-1 Preferred

22 E 67 th Street

Series B Preferred Stock

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

conversion privileges or similar obligations excepted as otherwise noted.

Madison Technologies Inc.

Form 10-K - 2021 Page 40

on 1,599,095,027 shares of Common Stock issued and outstanding as of August 26, 2022.

Special Opportunities Partners 1, LP owns a Common Stock Purchase Warrant to purchase 129,265,140 shares, which is in addition to

the 49,761,877 shares of our Common Stock and a Common Stock Purchase Warrant to purchase 62,807,876 shares owned by Arena Special

Opportunities Fund, LP

share of Series E-1 Preferred Stock may be converted to 1,000 common shares and has voting rights on the basis of its equivalent

number of shares of our Common Stock.

B Convertible Preferred Stock has the right to vote together with the holders of our Common Stock, as a single class, upon all matters

submitted to holders of our Common Stock for a vote.

The shares of Series B Preferred Stock will carry a number of votes equal to

51% (representing majority voting power) of all voting shares of every class, including 51% of all of the issued and outstanding

shares of Common Stock on the date of any shareholder vote, such that the holder of the Series B Preferred Stock shall always possess

the majority of voting rights, and shall always out vote all holders of our Common Stock.

on (i) 436,555,556 shares and 388,150,556 shares of Common Stock held by FFO 1 Trust and FFO 2Trust respectively.

our Chief Executive Officer and Chairman of our Board of Directors, as a trustee of the FFO I Trust, has the sole voting and shared

dispositive power over our shares held by the FFO I Trust, and Lisa Falcone, the wife of Mr.

Falcone as the trustee of the FFO 2

Trust, has shared voting and dispositive power over our shares held by the FFO 2 Trust.

Security Ownership of Management

Title of Class

Name and Address of

Beneficial Owner

22 E 67 th Street New York, NY

Directors and

Executive Officers (as a group)

on 1,599,095,027 shares of Common Stock issued and outstanding as of August 26, 2022.

(i) 436,555,556 shares and 388,150,556 shares of Common Stock held by FFO 1 Trust and FFO 2Trust respectively.

our Chief Executive Officer and Chairman of our Board of Directors, as a trustee of the FFO I Trust, has the sole voting and shared

dispositive power over our shares held by the FFO I Trust, and Lisa Falcone, the wife of Mr.

Falcone as the trustee of the FFO 2

Trust, has shared voting and dispositive power over our shares held by the FFO 2 Trust.

Changes in Control

is not aware of any arrangement that may result in a change in control of Madison.

February 16, 2021, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with 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 Sovryn 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 our 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”).

See Form 8-K – Current

Report filed February 23, 2021 for more details.

Madison Technologies Inc.

Form 10-K - 2021 Page 41

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

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

Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

the beginning of our last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive

officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which

we were or are to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of our total assets at

year-end for the last three completed fiscal years.

Promoters and control persons

July 2004 until June 2007, Kevin Stunder and Joel Haskins were promoters of our business.

From June 2007 until July 2011, Joseph Gallo

and Steven Cozine were promoters of our business.

From July 2011 until September 2014 Joseph Gallo was the promoter of our business.

From September 2014 until November 2014 Brent Inzer was the promoter of our business.

From November 2014 until Jan 2015 Mr.

Frank McEnulty

was the promoter of our business.

From January 2015 until September 2016 Mr.

Joseph Gallo was the promoter of our business.

From September

2016 until March 2018 Mr.

Thomas Brady was the promoter of our business.

Since March 3, 2018 until July 14, 2020 Joseph Gallo was the

promoter of Madison’s business.

From July 14, 2020 until July 1, 2022 Jeffrey Canouse had been the promoter of Madison,.

From February

17, 2021 Philip Falcone, Warren Zenna and Henry Turner have been the promoters of our business, none of these promoters have received

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

Director independence

board of directors currently consists of Philip Falcone and Warren Zenna.

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

S-K of the Securities Act, our board of directors has adopted the definition of “independent director” as set forth in Rule

4200(a)(15) of the NASDAQ Manual.

In summary, an “independent director” means a person other than an executive officer or

employee of Madison or any other individual having a relationship which, in the opinion of our board of directors, would interfere with

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

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

Also, the ownership of

our stock will not preclude a director from being independent.

applying this definition, our Board of Directors has determined that none of our directors qualify as an “independent director”

pursuant to Rule 4200(a)(15) of the NASDAQ Manual.

of the date of the report, we did not maintain a separately designated audit, compensation or nominating committee.

We also adopted this

definition for the independence of the members of our audit committee.

Madison Technologies Inc.

Form 10-K - 2021 Page 42

Principal Accounting Fees and Services

aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit

of our annual financial statements and for the review of financial statements included in our Form 10-Q’s or services that are

normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

- $35,000 – BF Borgers PC

- $8,900 – K.

Margetson Ltd.

– Chartered Professional Accountant

Directors and Executive Officers:

Thomas Amon, Chief Executive Officer, Chief Financial Officer and Sole Director (6)

Philip Falcone, Former Chief Executive Officer and Former Director (7)

Henry Turner, Former Chief Technology Officer and Former Chief Operating Officer (8)

Jeffrey Canouse, Former Chief Compliance Officer

Directors and Executive Officers as a Group (4 persons)

(1) Based on 1,603,095,243 shares of Common

Stock issued and outstanding as of January 23, 2024.

(2) The 100 shares of Series B Preferred

Stock are not convertible, however such shares enable the holder thereof to cast a number of votes equal to 51% of all voting shares

of each class of the Company’s capital stock, including but not limited to, the shares of Common Stock and of the Series

E-1 Preferred Stock.

(3) Each share of Series E-1 Preferred

Stock converts into 1,000 shares of Common Stock and votes with the shares of Common Stock on an as-converted to Common Stock basis.

Although conversions of such shares of Series E-1 Preferred Stock have not yet occurred, the Series E-1 Certificate requires the

shares of Series E-1 Preferred Stock to automatically convert two years from the date of their initial issuance, which occurred

in September 2021.

Accordingly, such shares of Series E-1 Preferred Stock are considered converted for purposes of the number of

shares of Common Stock owned and percentage ownership.

(4) Percentage of total voting power represents

voting power with respect to all shares of Common Stock, Series B Preferred Stock and Series E-1 Preferred Stock.

Arena Investors, LP’s (“Arena”) beneficial ownership consists of (i) 102,416,140 shares of Common Stock beneficially

owned by Arena Special Opportunities Partners I, LP (“Arena Partners”), a fund for which Arena acts as investment

manager and whose securities Arena has sole voting control and investment discretion over;

(ii) 49,761,877 shares of Common Stock

beneficially owned by Arena Special Opportunities Fund, LP (“Arena Opportunities”), a fund for which Arena acts as

investment manager and whose securities Arena has sole voting control and investment discretion over;

(iii) an aggregate of 1,042,983,889

shares of Common Stock, which Arena obtained voting and investment control in connection with the Change of Control and the acquisition

of the Pledged Interests, of which (x) 388,150,556 shares had previously been deemed beneficially owned by FFO1 and Mr.

prior to the Change of Control, (y) 436,555,556 shares had previously been deemed beneficially owned by FFO2 and Mr.

Falcone prior

to the Change of Control and (z) 218,277,777 shares had previously been deemed beneficially owned by Korr Value LP and Kenneth

Orr (collectively, “Korr”) prior to the Change of Control;

(iv) 100 shares of Series B Preferred Stock beneficially

owned by Portents Holdings, LLC (“Portents”), a fund for which Arena acts as investment manager and whose securities

Arena has sole voting control and investment discretion over, which shares were deemed beneficially owned by FFO1 and Mr.

prior to the Change of Control and were included in the Pledged Interests;

(v) an aggregate of 1,152,500 shares of Series E-1

Preferred Stock held by Portents, which shares were deemed beneficially owned by each of FFO1, FFO2, Mr.

Falcone and Korr prior

to the Change of Control and were included in the Pledged Interests.

Such beneficial ownership excludes (i) a Common Stock purchase

warrant exercisable for up to 129,265,140.441 shares of Common Stock held by Arena Partners, and (ii) a Common Stock purchase

warrant exercisable for up to 62,807,875.559 shares of Common Stock held by Arena Opportunities, which warrants contain 4.99%

beneficial ownership limitations preventing their exercise by the holders thereof as a result of the number of shares beneficially

owned by Arena.

Certain Relationships and Related

Transactions, and Director Independence.

(a) Transactions with Related Persons

Effective January 1, 2022, we entered into

a management consulting agreement with GreenRock LLC, a company controlled by Mr.

Falcone, for a period of one year ending December

31, 2022, pursuant to which we provided monthly remuneration of $35,000, plus expenses in connection with his duties, responsibilities

and performance as our chief executive officer.

In February 2021, Sovryn entered into a consulting agreement with GreenRock LLC

to provide us with chief executive officer services.

In the years ended December 31, 2022 and 2021, we paid GreenRock LLC $420,000

and $315,000 in fees, respectively.

Falcone is the managing member of GreenRock LLC and is our former Chief Executive Officer.

We paid GreenRock LLC bonuses of $505,972 for the year ended December 31, 2022.

Apart from the above, since the beginning

of the year ended December 31, 2022, no director, executive officer, security holder, or any immediate family of such director,

executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed

transaction, which we were or are to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average

of our total assets at year-end for the last three completed fiscal years.

Amon is the sole member of our Board

of Directors.

Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, our Board of Directors has adopted the definition

of “independent director” as set forth in Rule 4200(a)(15) of the rules of The Nasdaq Stock Market LLC.

an “independent director” means a person other than an executive officer or employee of Madison or any other individual

having a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment

in carrying out the responsibilities of a director, and includes any director who accepted any compensation from us in excess of

$200,000 during any period of twelve consecutive months with the three past fiscal years.

The ownership of our stock will not preclude

a director from being independent.

In applying this definition, our Board

of Directors has determined that Mr.

Amon does not qualify as an “independent director” pursuant to such Rule 4200(a)(15).

As of the date of this Annual Report, we

did not maintain a separately designated audit, compensation or nominating committee.

We intend to adopt this definition of independence

for the members of our audit committee once formed.

Principal Accounting Fees and

(1) Audit Fees

The aggregate fees billed for each of the

last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements

and for the review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant

in connection with statutory and regulatory filings or engagements for those fiscal years was:

December 31, 2022 -

$71,500 – BF Borgers CPA PC

December 31, 2021 -

$35,000 – BF Borgers CPA PC

No such fees were billed to K.

for the years ended December 31, 2022 and December 31, 2021.

(2) Audit-Related Fees

aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably

related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

Margetson Ltd.

– Chartered Professional Accountant

aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,

tax advice, and tax planning was:

The aggregate fees billed in each of the

last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance

of the audit or review of our financial statements and are not reported in the preceding paragraph:

December 31, 2022 and

December 31, 2021 - $nil – BF Borgers CPA PC

No such fees were billed to K.

Margetson Ltd.

– Chartered Professional Accountant

for the years ended December 31, 2022 and December 31, 2021.

The aggregate fees billed in each of the

last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning

December 31, 2022 and

December 31, 2021 - $nil – BF Borgers CPA PC

No such fees were billed to K.

for the years ended December 31, 2022 and December 31, 2021.

(4) All Other Fees

aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other

than the services reported in paragraphs (1), (2), and (3) was:

Margetson Ltd.

– Chartered Professional Accountant

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent

fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees

Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

the fact that we currently have three directors, as well as the limited financial resources and operational state of us, our Board acts

as our Audit Committee.

Our Board pre-approves all audit and permissible non-audit services.

These services may include audit services,

audit-related services, tax services and other services.

Our Board approves these services on a case-by-case basis.

Madison Technologies Inc.

Form 10-K - 2021 Page 43

Exhibits, Financial Statement Schedules.

The aggregate fees billed in each of the

last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs

(1), (2), and (3) of this Item 14 was:

December 31, 2022 and

December 31, 2021 - $nil – BF Borgers CPA PC

No such fees were billed to K.

for the years ended December 31, 2022 and December 31, 2021.

lieu of an Audit Committee, our sole director pre-approves all audit and non-audit

services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services.

(6) The percentage of hours expended

on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed

to work performed by persons other than the principal accountant’s full time, permanent employees was nil %.

Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

Given the fact that we currently have only

one director, as well as our limited financial resources and operational state, our sole director must serve in the role of an

audit committee.

Our sole director pre-approves all audit and permissible non-audit services.

These services may include audit

services, audit-related services, tax services and other services.

Our sole director approves these services on a case-by-case

Exhibits, Financial Statement

Financial Statements

consolidated financial statements have been included in Item 8 above.

Our consolidated financial

statements have been included in Item 8 above.

Financial Statement Schedules

schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions

or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have

been omitted from this Item 15.

Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to our previous filings

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

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

and Luxurie Legs, LLC dated July 17, 2020

Share Exchange Agreement dated February 16, 2021 by and among Madison Technologies, Inc., Sovryn Holdings, Inc.

and the shareholders of Sovryn Holdings, Inc.

Asset Purchase Agreement, dated February 17, 2021, by and between Sovryn Holdings, Inc., NJR TV III CA OPCO, LLC and NRJ TV III CA LICENSE CO., LLC (filed as exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021 and incorporated herein by reference)

Asset Purchase Agreement, dated March 14, 2021 by and between Sovryn Holdings, Inc.

as Buyer, and Abraham Telecasting Company LLC, as Seller (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated March 29, 2021 by and between Sovryn Holdings, Inc.

as Buyer, and Seattle 6 Broadcasting Company LLC, as Seller.

(filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated June 9, 2021 by and between Sovryn Holdings, Inc.

as Buyer, and Local Media TV Chicago LLC, as Seller (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated July 13, 2021 by and between Sovryn Holdings, Inc.

as Buyer, and Lotus TV of Phoenix LLC, as Seller (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2021 and incorporated herein by reference).

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

By-Laws, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.

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

Certificate of Amendment to the Articles of Incorporation, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series A Convertible Preferred Stock, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series B Convertible Preferred Stock, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series C Convertible Preferred Stock, dated February 11, 2021.

Certificate of Designation for the Series D Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series E Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series F Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series G Convertible Preferred Stock, dated March 26, 2021.

Form of Secured Note issued in the February 2021 Private Placement

Form of Warrant issued in the February 2021 Private Placement

All schedules for which provision

is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the

related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this

All exhibits required to be filed with

this Annual Report are listed below and have been filed with this Annual Report or incorporated by reference herein.

of Incorporation (filed as Exhibit 3.1 to the Registration Statement on Form 10-SB, filed by the Company with the SEC on May

4, 2005 and incorporated herein by reference ).

Certificate of Amendment to the Articles of Incorporation, dated May 28, 2004 (filed as Exhibit 3.1 to the Registration Statement on Form 10-SB, filed by the Company with the SEC on May 4, 2005 and incorporated herein by reference ).

Certificate of Amendment to the Articles of Incorporation, dated June 14, 2004 (filed as Exhibit 3.1 to the Registration Statement on Form 10-SB, filed by the Company with the SEC on May 4, 2005 and incorporated herein by reference ).

of Amendment to the Articles of Incorporation, dated March 9, 2015 (filed as Exhibit 3.3 to the Current Report on Form 8-K,

filed by the Company with the SEC on March 11, 2015 and incorporated herein by reference) .

of Amendment to the Articles of Incorporation, dated July 28, 2020 (filed as Exhibit 10.2 to the Current Report on Form 8-K,

filed by the Company with the SEC on August 7, 2020 and incorporated herein by reference ).

Certificate of Amendment to the Articles of Incorporation, dated September 16, 2021.

of Designation for the Series A 3% Convertible Preferred Stock, dated July 28, 2020 (filed as Exhibit 10.3 to the Current

Report on Form 8-K, filed by the Company with the SEC on August 7, 2020 and incorporated herein by reference ).

of Designation for the Series B Super Voting Preferred Stock, dated July 28, 2020 (filed as Exhibit 10.3 to the Current Report

on Form 8-K, filed by the Company with the SEC Commission on August 7, 2020 and incorporated herein by reference ).

of Designation for the Series C 2% Convertible Preferred Stock, dated February 11, 2021 (filed

as Exhibit 3.7 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

of Designation for the Series D Convertible Preferred Stock, dated March 26, 2021 (filed as

Exhibit 3.8 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

of Designation for the Series E Convertible Preferred Stock, dated March 26, 2021 (filed as

Exhibit 3.9 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

Certificate of Amendment to the Certificate of Designation for the Series E Convertible Preferred Stock, dated September 16, 2021 (filed as Exhibit 3.13 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein by reference) .

Certificate of Designation for the Series E-1 Convertible Preferred Stock, dated September 16, 2021 (filed as Exhibit 3.17 to Amendment No.

1 to Registration Statement filed by the Company with the SEC on October 8, 2021 and incorporated herein by reference) .

of Designation for the Series F Convertible Preferred Stock, dated March 26, 2021 (filed as

Exhibit 3.1 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

Certificate of Amendment to the Certificate of Designation for the Series F Preferred Stock, dated September 16, 2021 ( filed as Exhibit 3.14 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein by reference) .

of Designation for the Series G Convertible Preferred Stock, dated March 26, 2021 (filed as

Exhibit 3.11 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

Certificate of Amendment to the Certificate of Designation for the Series G Convertible Preferred Stock, dated August 19, 2021 ( filed as Exhibit 3.12 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein by reference) .

Certificate of Amendment to the Certificate of Designation for the Series G Convertible Preferred Stock, dated September 16, 2021 ( filed as Exhibit 3.15 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein by reference) .

Certificate of Designation for the Series H Convertible Preferred Stock, dated November 9, 2021.

Amended and Restated By-Laws.

of Original Issue Discount Senior Secured Convertible Promissory Note issued in the February 2021 Private Placement (filed

as Exhibit 4.1 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

of Warrant issued in the February 2021 Private Placement (filed as Exhibit 4.2 to the Annual

Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein by reference).

12% Subordinated Note, dated December 28, 2021, in favor of Z4 Mgmt., LLC.

Form of February 2022 Warrant.

Form of February 2022 Convertible Promissory Note.

Warrant, dated March 1, 2022, issued to Warren Zenna.

Description of Registrant’s Securities .

Second Amendment to Stock Acquisition Agreement, dated May 23, 2022, by and among Madison Technologies Inc., Top Dog Productions, Inc., Jay Blumenfield, and Anthony Marsh (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022 and incorporated herein by reference).

Amended and Restated Secured Loan and Security Agreement, dated May 23, 2022, by and between Madison Technologies Inc.

and Top Dog Productions, Inc.

(filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022 and incorporated herein by reference).

Stock Acquisition Agreement dated as of October 20, 2021 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2021 and incorporated herein by reference).

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

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

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

Letter from K.

Margetson Ltd., dated April 29, 2022 to the Securities and Exchange Commission (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021 and incorporated herein by reference).

Acquisition Agreement, dated July 17, 2020, by and among Madison Technologies Inc.

and Luxurie Legs, LLC (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on July 17, 2020 and incorporated herein by reference).

Acquisition Agreement dated September 25, 2020, by and among Madison Technologies Inc.

and Posto Del Sole, Inc.

(filed as Exhibit 10.17 to Amendment No.

1 to Registration Statement filed by the Company with the SEC on December 7, 2020, and incorporated herein by reference).

Share Exchange Agreement dated February 16, 2021, by and among Madison Technologies Inc., SovRyn Holdings, Inc and the shareholders of SovRyn Holdings, Inc (filed as Exhibit 2.3 to the Annual Report on Form 10-K/A, filed by the Company with the SEC on June 23, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated February 17, 2021, by and between SovRyn Holdings, Inc, NJR TV III CA OPCO, LLC and NRJ TV III CA LICENSE CO., LLC (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on April 23, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated March 14, 2021 by and between SovRyn Holdings, Inc and Abraham Telecasting Company LLC (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 16, 2021 and incorporated herein by reference).

Purchase Agreement, dated March 29, 2021 by and between SovRyn Holdings, Inc and Seattle 6 Broadcasting Company LLC (filed

as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 16, 2021 and incorporated herein

by reference).

Asset Purchase Agreement, dated June 9, 2021 by and between SovRyn Holdings, Inc and Local Media TV Chicago LLC (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2021 and incorporated herein by reference).

Purchase Agreement, dated July 13, 2021 by and between SovRyn Holdings, Inc and Lotus TV of Phoenix LLC (filed as Exhibit

2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on July 21, 2021 and incorporated herein by reference).

Asset Purchase Agreement, dated August 31, 2021 by and between SovRyn Holdings, Inc and D;

Amico Brothers Broadcasting Corp (filed as Exhibit 2.10 to the Registration Statement on Form S-1/A, filed by the Company with the SEC on October 8, 2021 and incorporated herein by reference).

License Agreement, dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc.

(filed as Exhibit 10.5

to the Current Report on Form 8-K, filed by the Company with the SEC on September 19, 2016 and incorporated herein by reference ).

Assignment Agreement, dated July 20, 2021 between Jeffrey Canouse and Joseph Gallo (filed

as Exhibit 10.1 to the Annual Report on Form 10-K, filed by the Company with the SEC on April 15, 2021 and incorporated herein

by reference).

Series E Exchange Agreement, dated September 16, 2021, by and between Madison Technologies Inc.

and the investors signatory thereto (filed as Exhibit 10.11 to the Registration Statement on Form S-1, filed by the Company with the SEC on September 28, 2021 and incorporated herein by reference).

Acquisition Agreement, dated October 20, 2021 (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company

with the SEC on October 20, 2021 and incorporated herein by reference) .

Series H Exchange Agreement, dated November 8, 2021, by and between Madison Technologies Inc.

and the investors signatory thereto.

Form of February 2022 Securities Purchase Agreement, by and between Madison Technologies Inc.

and the purchasers thereto.

Amendment to Stock Acquisition Agreement, dated May 23, 2022, by and among Madison Technologies Inc., Top Dog Productions,

Inc., Jay Blumenfield, and Anthony Marsh (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company with

the SEC on May 24, 2022 and incorporated herein by reference) .

and Restated Secured Loan and Security Agreement, dated May 23, 2022, by and between Madison Technologies Inc.

Productions, Inc.

(filed as Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company with the SEC on May 24, 2022

and incorporated herein by reference) .

Consultant Agreement, by and between Madison Technologies Inc.

and GreenRock LLC, dated January 1, 2022.

Consulting Proposal Agreement, by and between SovRyn Holdings, Inc and Zenna Consulting Group, dated March 3, 2021.

Partial Strict Forbearance Agreement, dated February 1, 2023.

Restructuring Agreement, dated February 1, 2023, by and between Madison Technologies Inc., SovRyn Holdings, Inc, Secured Partners and Arena Investors, LP.

Local Marketing Agreement, dated February 1, 2023, by and between SovRyn Holdings, Inc and Station Break Operating, LLC.

Security Agreement, dated February 17, 2021, by and between Madison Technologies Inc., its subsidiaries, certain secured parties and Arena Investors, LP.

Limited Guaranty Agreement, dated February 17, 2021, by and among Phillip Falcone, Kenneth Orr, FFO 1 2021 Irrevocable Trust, FFO 2 2021 Irrevocable Trust and KORR Value, LP in favor of Arena Investors, LP.

Limited Guarantor Pledge Agreement, dated February 17, 2021, by and among Phillip Falcone, FFO 1 2021 Irrevocable Trust, FFO 2 2021 Irrevocable Trust and KORR Value, LP in favor of Arena Investors, LP.

First Amendment to Limited Guarantor Pledge Agreement, dated September 24, 2021, by and among Phillip Falcone, FFO 1 2021 Irrevocable Trust, FFO 2 2021 Irrevocable Trust, KORR Value, LP and Arena Investors, LP.

Guaranty Agreement, dated February 17, 2021, by and among SovRyn Holdings, Inc, Arena Special Opportunities Fund, LP and Arena Special Opportunities Partners I, LP.

of Ethics (filed as Exhibit 14 to the Annual Report on Form 10-K, filed by the Company with the SEC on March 31, 2010 and

incorporated herein by reference ).

Margetson Ltd., dated April 29, 2022 (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company

with the SEC on September 15, 2021 and incorporated herein by reference) .

List of Subsidiaries .

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

Certification pursuant to 18 U.S.C.

Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C.

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

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation

XBRL Taxonomy Definition

XBRL Taxonomy Label

XBRL Taxonomy Presentation

Cover Page Interactive

Cover Page Data (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

accordance with SEC Release 33-8238, the certifications furnished in Exhibit 32 hereto are deemed to be furnished with this Annual

Report and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, except to the extent that

the registrant specifically incorporates it by reference.

Form 10-K Summary

Madison Technologies Inc.

Form 10-K - 2021 Page 44

accordance with the requirements of the Securities Exchange Act of 1934, Madison Technologies Inc.

In accordance with the requirements of

Section 13 or Section 15(d) of the Securities Exchange Act of 1934, Madison Technologies Inc.

has caused this report to be signed

on its behalf by the undersigned duly authorized person.

on its behalf by the undersigned, thereunto duly authorized.

Madison Technologies Inc.

Philip Falcone

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

and in the capacities

and on the dates indicated have signed this report below.

August 26, 2022

Philip Falcone

Chief Executive Officer,

Executive Officer, Treasurer,

Financial Officer,

Accounting Officer, Director

August 26, 2022

January 25, 2024

/s/ Thomas Amon

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of Madison Technologies Inc.

the capacities and on the dates indicated.

January 25, 2024

/s/ Thomas Amon

Chief Executive Officer, Chief Financial Officer, and

Sole Director

(Principal Executive Officer

and Principal Financial Officer)

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

What changed 10-K

Item 9A. Controls and Procedures