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Item 9A. Controls and Procedures

2025-08-22 compared with 2024-01-25 · 142 added, 184 removed, 487 unchanged (40% of the section changed)

103 unchanged sentences

Other Information

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

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Henry Turner ,

Former Chief Technology Officer and Former Chief Operating Officer

Jeffrey Canouse, Former

Chief Executive Officer, Former Chief Compliance Officer and Former Director

Former Chief Technology Officer and Former Chief Operating

Thomas Amon, Chief Executive Officer, Chief Financial Officer and Director

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

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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

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 employees.

Our executive compensation framework is

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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

Director Compensation for Fiscal

Year Ended 2023

During the year

1 unchanged sentence

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.

For compensation paid to our other directors during the year ended December 31, 2023, 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;

The following table sets forth, as of

August 21, 2025, 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;

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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.

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 August 21,

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

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 August 21, 2025 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, Suite 401, Purchase, New York 10577.

Shares Beneficially Owned

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

Stock issued and outstanding as of January 23, 2024.

Stock issued and outstanding as of August 21, 2025.

(2) The 100 shares of Series B Preferred

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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.

(5) 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.

Falcone 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.

Falcone 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

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

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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.

We paid GreenRock LLC bonuses of $Nil and $505,972 for the years ended December 31, 2023 and 2022.

Apart from the above, since the beginning

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December 31, 2023 -

$71,500 – BF Borgers CPA PC

December 31, 2022 -

$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

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December 31, 2023 and

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

No such fees were billed to K.

Margetson Ltd.

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

December 31, 2022 - $Nil – SRCO

The aggregate fees billed in each of the

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December 31, 2023 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.

December 31, 2022 - $Nil – SRCO

(4) All Other Fees

3 unchanged sentences

December 31, 2023 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.

December 31, 2022 - $Nil – SRCO

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

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Financial Statements

Our consolidated financial

statements have been included in Item 8 above.

Our consolidated financial statements have

been included in Item 8 above.

Financial Statement Schedules

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 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

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 ).

Articles 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 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).

Certificate 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 (filed as Exhibit 3.1(i)(f) to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Certificate 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).

Certificate 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).

Certificate 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).

Certificate 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).

Certificate 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).

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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 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

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).

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 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 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(filed as Exhibit 3.1(i)(s) to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Amended and Restated By-Laws (filed as Exhibit 3.1(ii) to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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

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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 .

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.

Form 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 January 25, 2024 and incorporated herein by reference).

12% Subordinated Note, dated December 28, 2021, in favor of Z4 Mgmt., LLC (filed as Exhibit 4.3 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference.

Form of February 2022 Warrant (filed as Exhibit 4.4 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Form of February 2022 Convertible Promissory Note (filed as Exhibit 4.5 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Warrant, dated March 1, 2022, issued to Warren Zenna (filed as Exhibit 4.6 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Description of Registrant’s Securities (filed as Exhibit 4.7 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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).

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).

(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).

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).

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).

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

1 unchanged sentence

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 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).

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.

1 unchanged sentence

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).

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).

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

1 unchanged sentence

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

and the investors signatory thereto.

and the investors signatory thereto (filed as Exhibit 10.14 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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

and the purchasers thereto.

and the purchasers thereto (filed as Exhibit 10.14 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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

6 unchanged sentences

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.

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

and GreenRock LLC, dated January 1, 2022 (filed as Exhibit 10.18 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Consulting Proposal Agreement, by and between SovRyn Holdings, Inc and Zenna Consulting Group, dated March 3, 2021 (filed as Exhibit 10.19 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Partial Strict Forbearance Agreement, dated February 1, 2023 (filed as Exhibit 10.20 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Restructuring Agreement, dated February 1, 2023, by and between Madison Technologies Inc., SovRyn Holdings, Inc, Secured Partners and Arena Investors, LP (filed as Exhibit 10.21 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Local Marketing Agreement, dated February 1, 2023, by and between SovRyn Holdings, Inc and Station Break Operating, LLC (filed as Exhibit 10.22 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Security Agreement, dated February 17, 2021, by and between Madison Technologies Inc., its subsidiaries, certain secured parties and Arena Investors, LP (filed as Exhibit 10.23 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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 (filed as Exhibit 10.24 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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 (filed as Exhibit 10.25 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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 (filed as Exhibit 10.26 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

Guaranty Agreement, dated February 17, 2021, by and among SovRyn Holdings, Inc, Arena Special Opportunities Fund, LP and Arena Special Opportunities Partners I, LP (filed as Exhibit 10.27 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated herein by reference).

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

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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)

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

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.

In 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

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Madison Technologies Inc.

January 25, 2024

August 2 2, 2025

/s/ Thomas Amon

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the capacities and on the dates indicated.

January 25, 2024

August 2 2, 2025

/s/ Thomas Amon

4 unchanged sentences

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