Madison Technologies Inc. 10-K

Item 9A. Controls and Procedures. 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 below. 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. Our internal 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; and ● 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. 29 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, 2023, 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 Board were: (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, 2023, our internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO. 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 by: (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; and (ii) ineffective controls over period end financial close and reporting processes. 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. 30 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. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 31 PART III Item 10. Directors, Executive Officers, and Corporate Governance. (a) Identify Directors and Executive Officers Mr. 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. Mr. Amon was appointed to such positions in connection with the Change of Control on November 6, 2023 Mr. 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 years, Mr. Amon has also served as President of Spoleto Corporation. Mr. Amon also serves as a board member of a number of charitable institutions located in New York City and New England. Mr. 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. The Company 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. (c) Family Relationships 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; or ● 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 Mr. Falcone 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 to 2008. 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. to Mr. Falcone in October 2009 and in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with, certain fund investors. The 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; provided that, during such time, Mr. 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. 32 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 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 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. The NYDFS Commitment provides that: (i) Mr. 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; therefore, the ban does not apply to our Insurance Company. 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. 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. Mr. 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 to us. 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. See Exhibit 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 reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. 33 (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. See “Item 12. (c) Director independence” below for more information on independence. 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; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engaged by the audit committee. As of December 31, 2023, we did not have a written audit committee charter or similar document. (i) Audit Committee Financial Expert We have no financial expert. Management 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. 34 Item 11. Executive Compensation. Madison has paid the following compensation to its named executive officers during its fiscal years ended December 31, 2023 and 2022. summary compensation table (a) Name and principal position (b) Year (c) Salary ($) (d) Bonus ($) (e) Stock Awards ($) (f) Option Awards ($) (g) Non- Equity Incentive Plan ($) (h) Non-qualified Deferred Compensation Earnings ($) (i) All other compensation ($) (j) Total ($) (1)(2) Philip A. Falcone, Former Chief Executive Officer 2023 nil nil nil nil nil nil nil nil 2022 nil nil nil nil nil nil nil nil Henry Turner , Former Chief Technology Officer and Former Chief Operating Officer 2023 95,192 nil nil nil nil nil nil 95,192 2022 98,077 nil nil nil nil nil nil 98,077 Thomas Amon, Chief Executive Officer, Chief Financial Officer and Director 2023 nil nil nil nil nil nil nil nil 2022 nil nil nil nil nil nil nil nil (1) 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 $35,000 and $925,972 for its services provided in 2023 and 2022, 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; and ● ensure that compensation is easy to understand and is regarded positively by our shareholders and employees. Our executive compensation framework is designed to continue to align and promote the alignment of pay and performance to the benefit of our shareholders. 35 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 in control. Director Compensation for Fiscal Year Ended 2023 During the year ended December 31, 2023, 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 during the year ended December 31, 2023, see the Summary Compensation table in this Item 11 above. Item 12. Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters. 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; ● each of our directors; and ● 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 August 21, 2025. 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 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. 36 Shares Beneficially Owned Common Stock Series B Preferred Stock Series E-1 Preferred Stock % Total Voting Name of Beneficial Owner Shares % (1) Shares % (2) Shares % (3) Power (4) 5% Stockholders: Arena Investors, LP (5) 2,347,661,906 (3) 85.2 % 100 100 % 1,152,500 100 % 90.2 % 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 7,677,000 * — — — — * Directors and Executive Officers as a Group (4 persons) * — — — * * Less than 1% (1) Based on 1,603,095,243 shares of Common Stock issued and outstanding as of August 21, 2025. (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. (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 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. 37 Item 13. 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 $35,000 and $420,000 in fees, respectively. Mr. Falcone is the managing member of GreenRock LLC and is our former Chief Executive Officer. 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 of the year ended December 31, 2023, 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. (c) Director independence Mr. 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. 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. 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. Item 14. Principal Accounting Fees and Services (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, 2023 - $0 – SRCO December 31, 2022 - $0 – SRCO (2) Audit-Related Fees 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, 2023 and December 31, 2022 - $Nil – SRCO (3) Tax Fees 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 was: December 31, 2023 and December 31, 2022 - $Nil – SRCO (4) All Other Fees 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, 2023 and December 31, 2022 - $Nil – SRCO 38 (5) In 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 basis. Item 15. Exhibits, Financial Statement Schedules. (a). Financial Statements Our consolidated financial statements have been included in Item 8 above. (b). 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 Item 15. (c). Exhibits 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. Exhibit Description 3.1(i)(a) 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). 3.1(i)(b) 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). 3.1(i)(c) 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). 3.1(i)(d) 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). 3.1(i)(e) 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). 3.1(i)(f) 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). 3.1(i)(g) 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). 3.1(i)(h) 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). 3.1(i)(i) 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). 3.1(i)(j) 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). 3.1(i)(k) 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). 3.1(i)(l) 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). 3.1(i)(m) 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). 3.1(i)(n) 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). 3.1(i)(o) 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). 39 3.1(i)(p) Certificate 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). 3.1(i)(q) 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). 3.1(i)(r) 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). 3.1(i)(s) 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). 3.1(ii) 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). 4.1 Form 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). 4.2 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). 4.3 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. 4.4 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). 4.5 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). 4.6 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). 4.7 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). 10.1 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). 10.2 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). 10.3 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). 10.4 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). 40 10.5 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). 10.6 Asset 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). 10.7 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). 10.8 Asset 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). 10.9 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). 10.10 Product 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). 10.11 Share 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). 10.12 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). 10.13 Stock 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). 10.14 Series H Exchange Agreement, dated November 8, 2021, by and between Madison Technologies Inc. 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). 10.15 Form of February 2022 Securities Purchase Agreement, by and between Madison Technologies Inc. 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). 10.16 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 by the Company with the SEC on May 24, 2022 and incorporated herein by reference). 10.17 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 by the Company with the SEC on May 24, 2022 and incorporated herein by reference). 10.18 Consultant Agreement, by and between Madison Technologies Inc. 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). 10.19 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). 10.20 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). 41 10.21 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). 10.22 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). 10.23 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). 10.24 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). 10.25 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). 10.26 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). 10.27 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). 14.1 Code 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). 16.1 Letter from K. R. 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). 21.1* List of Subsidiaries. 31.1* Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* 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 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Schema 101.CAL XBRL Taxonomy Calculation Linkbase 42 101.DEF XBRL Taxonomy Definition Linkbase 101.LAB XBRL Taxonomy Label Linkbase 101.PRE XBRL Taxonomy Presentation Linkbase 104 Cover Page Interactive Cover Page Data (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith 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. Item 16. Form 10-K Summary None. 43 Signatures 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, thereunto duly authorized. Madison Technologies Inc. Date: August 2 2, 2025 By: /s/ Thomas Amon Name: Thomas Amon Title: 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. and in the capacities and on the dates indicated. Date: August 2 2, 2025 By: /s/ Thomas Amon Name: Thomas Amon Title: Chief Executive Officer, Chief Financial Officer, and Sole Director (Principal Executive Officer and Principal Financial Officer) 44