What changed in this filing

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Item 1. Business

2025-08-22 compared with 2024-01-25 · 150 added, 166 removed, 14 unchanged (96% of the section changed)

2 unchanged sentences

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

Madison Technologies Inc.

is seeking to

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

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

We believe there is an information void

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

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

global blockchain marketplace.

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

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

into the volatile global marketplace.

The BCTV live news programming will be

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

and on location through contributing journalists.

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

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

businesses connected to the cryptocurrency marketplace.

To achieve the North American rollout,

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

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

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

The core revenue streams envisioned for

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

We seek to supplement core revenues by transacting

through e-commerce with our audience.

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

supplemental revenues.

Recent Developments

On February 17, 2021, we entered into a

securities purchase agreement with funds affiliated with Arena Investors, LP (collectively, the “Investors”) pursuant

to which we issued convertible notes in an aggregate principal amount of $16.5 million for an aggregate purchase price of $15 million

(collectively, the “Notes”).

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

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

in Seattle, Washington.

The Notes accrued interest at a rate of 11% per annum, subject to increase to 20% per annum upon and during

the occurrence of an event of default.

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

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

The Notes were secured by

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

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

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

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

the event of default.

On January 28, 2023, Arena Investors, LP

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

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

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

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

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

On September 21, 2023, the Agent for the

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

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

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

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

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

Company occurred (the “Change of Control”).

On November 6, 2023, the shareholders of

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

the Board of Directors.

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

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

As of the date of this Annual Report

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

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

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

As a result of the Change of Control, we intend

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

resolve such outstanding defaults.

Since October 2023, and as a result of

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

However, in December

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

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

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

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

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

the Company’s business as so described.

See “Cautionary Note Regarding Future Looking Statements”.

Discontinued Operations

On February 1, 2023, we entered into a

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

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

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

Foreclosure Agreement”).

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

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

Competitive Conditions

Through our BCTV content, we intend to

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

Major media organizations such as Bloomberg and Comcast,

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

to continuously consume that content.

Dependence on Customers

Currently, we are not, and plan not to

be, dependent on one or a few major customers.

Our business is designed to generate revenue from four primary categories of customers:

(1) advertisers and sponsors of our BCTV content airing on our broadcast over-the-air content distribution platform (the “OTA

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

video distribution platforms, such as YouTube, Roku, Pluto and Xumo;

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

attracts advertisers and sponsors;

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

Technologies Inc.

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

broadcast and streaming communications network designed to bring the most up-to-date cryptocurrency information and entertainment

to the masses in the U.S.

and around the world.

believe there is an information void in the blockchain global community where there is no credible, reliable and unbiased source

for the most up-to-date information.

We created BCTV to fill that void with a live broadcast network and distribution platform

to deliver unbiased information in the global blockchain marketplace.

We intend for BCTV to engage with viewers by bringing experts,

entrepreneurs and entertainment programming into their living rooms and on their devices with a focus on unpacking trends, separating

fact from fiction and providing insight into the volatile global marketplace.

BCTV live news programming will be delivered by a team of anchors who will provide breaking news, in-depth stories and interviews

around the clock in studio settings and on location through contributing journalists.

Our vision is to broadcast BCTV initially

from Niagara Falls in Ontario, Canada and to expand our broadcast locations to markets with relatively large numbers of people

and businesses connected to the cryptocurrency marketplace.

achieve the North American rollout, we are focusing on strategic partnerships and distribution deals that deliver BCTV to households

through over-the-air television stations, through television distributors and through alternative distribution platforms such

as Roku, Hulu, YouTube, Pluto and Xumo.

core revenue streams envisioned for BCTV media content would be generated by selling advertising and sponsorships.

supplement core revenues by transacting through e-commerce with our audience.

Building, growing and knowing your audience is a

significant factor in developing core and supplemental revenues.

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

the “Investors”) pursuant to which we issued convertible notes in an aggregate principal amount of $16.5 million for

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

We used proceeds from the Notes to acquire

KNET and KNLA, Class A television stations in Los Angeles, California, KVVV, a low power television station in Houston, Texas,

and KYMU-LD, a low power television station in Seattle, Washington.

The Notes accrued interest at a rate of 11% per annum, subject

to increase to 20% per annum upon and during the occurrence of an event of default.

We did not make the $0.4 million interest

payments on the Notes that were due on April 1, 2022, July 1, 2022, October 1, 2022, and December 31, 2022, and accrued default

interest accordingly.

The Notes were secured by a blanket lien on all of the Company’s assets and the shares of common stock,

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

per share (collectively, the “Pledged Assets”), held by Philip Falcone, FFO 1 2021 Irrevocable Trust (“FFO1”),

FFO 2 2021 Irrevocable Trust (“FFO2”) and Korr Value LP (collectively, the “Pledgors”), which shares the

Investors had been granted the right to vote in the event of default.

January 28, 2023, Arena Investors, LP (“Arena”), in its capacity as the agent (the “Agent”) for the Investors

delivered a notice to us (the “Acceleration Notice”), which stated that the Agent and the Investors (a) elected to

cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing

in respect thereof, to become immediately due and payable in cash, (b) intended to commence legal action to collect any or all

of the amounts due under the Notes, and (c) sought the appointment of a receiver or trustee as a means of realizing proceeds on

their collateral.

September 21, 2023, the Agent for the Investors delivered a notice to us that the Agent exercised the Investors’ rights

to vote the Pledged Interests (as defined in such notice) and to exercise the Pledgees’ rights, powers and privileges, to

pass certain resolutions and to amend our then-existing bylaws to, among other things, (i) remove the board of directors of the

Company (the “Board of Directors”) and all officers of the Company, and (ii) reduce the number of the Board of Directors

from three directors to one director.

As a result of the Agent delivering such notice and exercising its rights to vote the Pledged

Interests, a change of control of the Company occurred (the “Change of Control”).

November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna from the Board of Directors and appointed

Thomas Amon as the sole member of the Board of Directors.

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

appointed himself as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal

Executive Officer and Principal Accounting Officer.

of the date of this Annual Report and since the last day of the year ended December 31, 2022, we have not been able to timely

repay certain of our other outstanding debt obligations in addition to those obligations to Arena and Z4 described above, with

an aggregate of approximately $3.5 million currently in default, including accrued interest, default interest and late fees.

a result of the Change of Control, we intend to strategize with the holders of such notes to extend, modify or otherwise revisit

the terms of such indebtedness in order to resolve such outstanding defaults.

October 2023, and as a result of the Change of Control, we have had minimal operations and nominal assets consisting almost entirely

However, in December 2023, we held discussions with the head of content production of BCTV regarding initial plans to

continue the Company’s business plans described above as intended prior to the Change of Control.

However, we cannot make

any guarantee as of the date of the filing of this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (this

“Annual Report”) as to the timing and success of these plans, business relationships or reaching any self-imposed

expectations, or that we will ultimately continue the Company’s business as so described.

See “Cautionary Note Regarding

Future Looking Statements”.

February 1, 2023, we entered into a Partial Strict Foreclosure Agreement with the Investors, pursuant to which we transferred

ownership of our Federal Communications Commission (“FCC”) licenses and other broadcast television assets associated

with the broadcast television business of SovRyn Holdings, Inc (“Sovryn”), then our subsidiary, to a third-party entity

controlled by the Investors (the “Partial Foreclosure Agreement”).

In consideration therefor, the Investors agreed

to reduce the indebtedness under the Notes by $9,159,907.

As a result, the revenues, expenses, assets and liabilities of Sovryn

ceased as of January 31, 2023 and were deemed discontinued operations for the years ended December 31, 2023 and 2022.

our BCTV content, we intend to compete for viewership in a marketplace that is fragmented and niche.

Major media organizations

such as Bloomberg and Comcast, which operate CNBC and MSNBC, respectively, deliver content about cryptocurrencies, but none have

a dedicated source for viewers to continuously consume that content.

we are not, and plan not to be, dependent on one or a few major customers.

Our business is designed to generate revenue from four

primary categories of customers:

(1) advertisers and sponsors of our BCTV content airing on our broadcast over-the-air content

distribution platform (the “OTA Platform”), applications and websites, as well as through third-party broadcasters,

cable television operators, and alternative video distribution platforms, such as YouTube, Roku, Pluto and Xumo;

(2) viewers of

our BCTV content, who form the audience that attracts advertisers and sponsors;

and (3) third-party networks that lease channels

on our OTA Platform.

and Intellectual Property

We do not currently own any patents, trademarks

or other intellectual property.

do not currently own any patents, trademarks or other intellectual property.

and Industry Regulations

Broadcast licenses are issued by and subject

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

The FCC regulates broadcasting businesses

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

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

to FCC rules and regulations.

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

station, we must obtain approval from the FCC.

Depending on our anticipated and future

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

to our operations, including federal securities laws.

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

to the operation of our business.

licenses are issued by and subject to the rules and regulations of the FCC, pursuant to the Communications Act of 1934.

regulates broadcasting businesses and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties

for the violation of its regulations.

In the event we continue to conduct our business in the same manner prior the Change of

Control, we would potentially be subject to FCC rules and regulations.

In order to obtain, renew, assign or modify a license,

purchase a new station or sell an existing station, we must obtain approval from the FCC.

on our anticipated and future operations, we expect to continue to be subject to other federal and state laws and regulations

that relate directly or indirectly to our operations, including federal securities laws.

We are also subject to common business

and tax rules and regulations pertaining to the operation of our business.

and Development Activities and Costs

2 unchanged sentences

current operations are not subject to any environmental laws.

Our principal executive office, at which

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

principal executive office, at which minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester

Avenue, Suite 401, Purchase, New York.

of Total Employees and Number of Full Time Employees

We have one employee who serves as our

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

have one employee who serves as our President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Principal

Accounting Officer.

Note Regarding Forward Looking Statements

The information in this Annual Report on

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

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

Such forward-looking statements

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

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

proposed new products, services or developments;

any statements regarding future economic conditions or performance;

any statements

information in this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such forward-looking statements involve risks and uncertainties, including statements regarding Madison’s capital needs,

future cash flows, financial results, business strategy, business plans and objectives, current and future operations, intentions,

expectations any statements concerning proposed new products, services or developments;

any statements regarding future economic

conditions or performance;

any statements of belief;

and any statements of assumptions underlying any of the foregoing.

Any statements contained herein that are not statements

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

In some cases, you can identify forward-looking statements

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

“should”, “expect”,

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

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

of such terms or other comparable terminology.

Any statements

contained herein that are not statements of historical facts may be deemed to be forward-looking statements.

In some cases, you

can identify forward-looking statements by terminology such as “may”, “will”, “likely”.

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

“predict”, “forecast”, “seek”, “target”, “potential” or “continue”,

the negative of such terms or other comparable terminology.

Actual events or results may differ materially.

In evaluating these statements,

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

In evaluating these

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

files with the U.S.

Securities and Exchange Commission (“SEC”).

Such forward-looking statements in this

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

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

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

in this Annual Report.

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

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

To the extent that the assumed

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

on the achievability of such forward-looking statements.

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

forward-looking statements are accurate.

Such forward-looking statements are made

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

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

result of new information, future events or otherwise.

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

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

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

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

Madison disclaims any intention or obligation to update

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

All forward-looking

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

forward-looking statements in this Annual Report, as well as in our other periodic reports on Form 10-Q and Form 8-K filed with

the SEC, in our press releases, in our presentations, on our website and in other materials released to the public, are out of

our control and subject to risks and uncertainties that could cause actual results to differ materially from the results expressed

in or implied by the statements contained in this Annual Report.

As a result, the identification and interpretation of data and

other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise

To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected

results, and accordingly, no opinion is expressed on the achievability of such forward-looking statements.

No assurance can be

given that any of the assumptions relating to such forward-looking statements are accurate.

forward-looking statements are made as of the date of the filing of this Annual Report with the SEC and Madison disclaims any

obligation to publicly update such forward-looking statements, or disclose any difference between its actual results and those

reflected in such forward-looking statements, as a result of new information, future events or otherwise.

The Company’s

management may, from time to time, make oral forward-looking statements.

Madison strongly advises that the above paragraphs and

the risk factors described in this Annual Report and in Madison’s other documents filed with the SEC should be read for

a description of certain factors that could cause the actual results of Madison to materially differ from those in such oral forward-looking

Madison disclaims any intention or obligation to update or revise any such oral forward-looking statements whether

as a result of new information, future events or otherwise.

All forward-looking statements attributable to us are expressly qualified

by these cautionary statements.

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

What changed 10-K

Item 1. Business