What changed in this filing

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Item 9A. Controls and Procedures

2025-10-30 compared with 2025-08-22 · 544 added, 531 removed, 98 unchanged (92% of the section changed)

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

Management’s Report on Internal

Controls over Financial Reporting

Management is responsible for establishing

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

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

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

purposes in accordance with U.S.

generally accepted accounting principles (“US GAAP”).

Internal control over financial

reporting includes those policies and procedures that:

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

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

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

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

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

of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the

effectiveness of our internal control over financial reporting as of December 31, 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

(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

Management believes that the material weaknesses

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

However, management believes that the

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

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

We are committed to improving our financial

organization.

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

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

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

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

controls over financial reporting;

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

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

requirements.

Management believes that the appointment

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

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

In addition, management believes that preparing and

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

(i) insufficient written

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

SEC disclosure requirements;

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.

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

Controls and Procedures

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.

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.

Report on Internal Controls over Financial Reporting

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

Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance

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

provide reasonable

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

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

of management and the Board of Directors;

provide reasonable

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

have a material effect on the financial statements.

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.

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.

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

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

prevented or detected on a timely basis.

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

the Public Company Accounting Oversight Board were:

(1) lack of a functioning audit committee and 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, 2023.

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.

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 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.

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.

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.

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

(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

This, coupled with the appointment of additional outside directors, is designed to greatly decrease any control and procedure

issues we may encounter in the future.

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

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

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

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.

in Internal Controls

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

year ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Other Information

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers,

and Corporate Governance.

(a) Identify Directors and Executive

Amon, currently the sole member of

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

and qualified, or (iii) his resignation.

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

management team consists solely of Mr.

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

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

Amon was appointed to such positions in connection

with the Change of Control on November 6, 2023

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

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

Over the past

five years, Mr.

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

Legal Services.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

Identify Directors and Executive Officers

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.

of the date of this Annual Report, Madison’s management team consists solely of Mr.

Amon, who serves as the Company’s

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

Amon was appointed to such positions in connection with the Change of Control on November 6, 2023

Amon, age 76, is a corporate and M&A specialist with over 40 years’ experience representing small and medium sized companies

and investment funds.

Over the past five years, Mr.

Amon has operated a law practice, the Law Office of Thomas Amon, until June

1, 2023 when he began working at Praetor Legal Services.

From July 2020 until July 31, 2023, Mr.

Amon served on the board of Everything Blockchain, Inc.

For the past 15

Amon served on the board of Everything

Blockchain, Inc.

For the past 15 years, Mr.

Amon has also served as President of Spoleto Corporation.

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

institutions located in New York City and New England.

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

the State of New York.

Amon also serves as

a board member of a number of charitable institutions located in New York City and New England.

Amon is a securities lawyer

by trade and is licensed to practice in the State of New York.

He graduated from Harvard College received his J.D.

from the University of Virginia School of Law.

believes that Mr.

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

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

serve as a member of the Board of Directors.

(b) Identify Significant Employees

Other than Mr.

Amon, we have no significant

employees as of the date of this Annual Report.

There are no family relationships among

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

(d) Involvement in Certain Legal Proceedings

To the best of our knowledge, and except

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

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

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

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

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

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

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

Except as may

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

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

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

Certain Legal Proceedings involving

On September 16, 2013, the United States

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

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

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

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

filed against the HCP Parties by the SEC.

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

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

Falcone violated the anti-fraud provisions of the federal securities

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

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.

Identify Significant Employees

Amon, we have no significant employees as of the date of this Annual Report.

Family Relationships

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

executive officers.

Involvement in Certain Legal Proceedings

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);

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or

within two years prior to that time;

Been subject to

any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or

federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

Been found by a

court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Been the subject

of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed,

suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged

violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Been the subject

of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity

Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

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.

Legal Proceedings involving Mr.

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

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

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

Falcone (collectively, the “HCP Parties”),

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

One civil action alleged that Harbinger

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

Falcone violated the

anti-fraud provisions of the federal securities laws by engaging in market manipulation in connection with the trading of the

debt securities of a particular issuer from 2006 to 2008.

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.

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

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;

violated the anti-fraud provisions of the federal securities laws in connection with a loan made by Harbinger Capital Partners

Special Situations Fund, L.P.

Falcone in October 2009 and in connection with the circumstances and disclosure regarding

alleged preferential treatment of, and agreements with, certain fund investors.

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.

Additionally, on October 7, 2013, HRG,

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

(f/k/a Harbinger

Group Inc., an entity in which Mr.

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

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

Falcone delivered a commitment (the

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

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

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

New York-licensed insurer.

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

Additionally,

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

(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.

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.

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:

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

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

Any other activities related solely

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

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

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

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

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

Falcone nor Harbinger Capital

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

for FGL Insurance for five years.

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

in New York State;

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.

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.

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

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

(e) Compliance with Section 16(a) of

the Exchange Act.

Section 16(a) of the Exchange Act requires

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

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

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

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

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

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

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

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

(f) Code of Ethics

We adopted a code of ethics that applies

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

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

Management believes our code of ethics is reasonably designed to deter

wrongdoing and promote honest and ethical conduct;

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

addition, Mr.

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

We understand

Falcone continues to vigorously pursue his defense in connection with these matters.

November 6, 2023, in connection with the Change of Control, the shareholders of the Company removed Mr.

Falcone and Warren Zenna

as our directors and appointed Thomas Amon as the sole member of the Board of Directors.

Amon removed all Company officers

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

and Principal Accounting Officer.

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

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.

Code of Ethics

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

(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.

and provide accountability for adherence to the code.

Nomination Procedure for Directors

do not have a standing nominating committee;

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

Board of Directors.

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

a process for shareholders to send communications to the Board of Directors.

Audit Committee

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.

Our audit committee is responsible for:

audit committee is responsible for:

(1) selection and oversight of our independent accountant;

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

of complaints regarding accounting, internal controls and auditing matters;

(3) establishing procedures for the confidential, anonymous

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

(2) establishing procedures for

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

(3) establishing

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

(4) engaging outside advisors;

and, (5) funding

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

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.

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.

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

of December 31, 2024, we did not have a written audit committee charter or similar document.

Audit Committee Financial Expert

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.

Insider Trading Policy

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.

have not yet adopted an insider trading policy because we have just recently reshaped our Board of Directors that would advise

on such policies in connection with the Change of Control.

Executive Compensation.

Madison has paid the following compensation

to its named executive officers during its fiscal years ended December 31, 2023 and 2022.

has paid the following compensation to its named executive officers during its fiscal years ended December 31, 2024 and 2023.

compensation table

(a) Name and principal position

Name and principal position

Non-qualified

Former Chief Executive Officer

Henry Turner ,

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.

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;

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.

Since our inception, no stock options,

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

Currently, there are no arrangements between

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

There are no employment agreements between

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

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

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

Director Compensation for Fiscal

Year Ended 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.

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;

Chief Executive Officer

Chief Technology Officer and Former Chief Operating Officer

Thomas Amon, Chief Executive

Officer, Chief Financial Officer and Director

have structured our compensation with the following objectives in mind:

offer competitive

compensation to attract and retain highly qualified leaders to guide and govern;

recognize the substantial

investment of time and expertise necessary for the employees to discharge their duties;

ensure that compensation

is easy to understand and is regarded positively by our shareholders and employees.

executive compensation framework is designed to continue to align and promote the alignment of pay and performance to the benefit

of our shareholders.

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

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

as directors.

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

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

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

responsibilities following a change in control.

Compensation for Fiscal Year Ended 2024

the year ended December 31, 2024, our non-employee director, Thomas Amon, 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.

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

following table sets forth, as of October 29, 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;

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,

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

all of our named

executive officers and directors as a group.

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 October

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.

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 October

29, 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.

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.

Beneficially Owned

Preferred Stock

% Total Voting

Name of Beneficial Owner

of Beneficial Owner

Stockholders:

Arena Investors, LP (5)

Investors, LP (5)

2,347,661,906

Directors and Executive Officers:

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

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

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

Jeffrey Canouse, Former Chief Compliance Officer

Directors and Executive Officers as a Group (4 persons)

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

Stock issued and outstanding as of 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

Such beneficial ownership excludes (i) a Common Stock purchase warrant exercisable for up to 129,265,140.441 shares

of Common Stock held by Arena Partners, and (ii) a Common Stock purchase warrant exercisable for up to 62,807,875.559 shares of

Common Stock held by Arena Opportunities, which warrants contain 4.99% beneficial ownership limitations preventing their exercise

by the holders thereof as a result of the number of shares beneficially owned by Arena.

Certain Relationships and Related

Transactions, and Director Independence.

(a) Transactions with Related Persons

Effective January 1, 2022, we entered into

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

Falcone, for a period of one year ending December

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

and performance as our chief executive officer.

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

to provide us with chief executive officer services.

In the years ended December 31, 2022 and 2021, we paid GreenRock LLC $35,000

and $420,000 in fees, respectively.

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

We paid GreenRock LLC bonuses of $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.

Amon is the sole member of our Board

of Directors.

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

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

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

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

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

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

The ownership of our stock will not preclude

a director from being independent.

In applying this definition, our Board

of Directors has determined that Mr.

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

As of the date of this Annual Report, we

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

We intend to adopt this definition of independence

for the members of our audit committee once formed.

Principal Accounting Fees and

(1) Audit Fees

The aggregate fees billed for each of the

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

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

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

December 31, 2023 -

December 31, 2022 -

and Executive Officers:

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

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

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

Canouse, Former Chief Compliance Officer

and Executive Officers as a Group (4 persons)

Based on 1,603,095,243 shares of Common Stock issued and outstanding as of October 29, 2025.

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.

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.

Percentage of total voting power represents voting power with respect to all shares of Common Stock, Series B Preferred Stock

and Series E-1 Preferred Stock.

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

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

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

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

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

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

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

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

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

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

Falcone prior

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

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

(iv) 100 shares of Series B Preferred Stock beneficially

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

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

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

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

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

Falcone and Korr prior

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

Such beneficial ownership excludes (i) a Common Stock purchase

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

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

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

owned by Arena.

Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

In February 2021, we entered into consulting

agreements with GreenRock LLC to provide us with chief executive officer services.

Falcone is the managing member of GreenRock

LLC and was our former Chief Executive Officer until November 2023.

Effective January 1, 2022, we entered into another management

consulting agreement with GreenRock LLC, for a period of one year ending December 31, 2022, under which we provided monthly remuneration

of $35,000, plus expenses in connection with his duties, responsibilities and performance as chief executive officer.

ended December 31, 2024 and 2023, we incurred fees to GreenRock LLC Nil and $70,000 respectively.

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.

Director independence

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.

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).

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

intend to adopt this definition of independence for the members of our audit committee once formed.

Principal Accounting Fees and Services

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

the audit of our annual financial statements and for the review of financial statements included in our Form 10-Qs or services

that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal

31, 2024 - $ 65,000 – SRCO

31, 2023 - $ 90,000 – SRCO

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

The aggregate fees billed in each of the

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

December 31, 2023 and

December 31, 2022 - $Nil – SRCO

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

31, 2024 and December 31, 2023 - $Nil – SRCO

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:

31, 2024 and December 31, 2023 - $Nil – SRCO

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

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.

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:

31, 2024 and December 31, 2023 - $Nil – SRCO

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.

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 %.

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

the fact that we currently have only one director, as well as our limited financial resources and operational state, our sole

director must serve in the role of an audit committee.

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

These services may include audit

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

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

Exhibits, Financial Statement

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.

Exhibits, Financial Statement Schedules.

Financial Statements

Our consolidated financial statements have

been included in Item 8 above.

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 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.

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).

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).

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

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

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

have been omitted from this Item 15.

exhibits required to be filed with 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).

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).

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).

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).

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).

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).

of Designation for the Series E-1 Convertible Preferred Stock, dated September 16, 2021 (filed as Exhibit 3.17 to Amendment

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

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

6 unchanged sentences

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 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).

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

1 unchanged sentence

by reference).

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).

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).

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.

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).

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).

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).

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.

38 unchanged sentences

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

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

and the investors signatory thereto (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 (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).

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).

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).

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

5 unchanged sentences

and incorporated herein by reference).

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).

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).

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).

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

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).

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).

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).

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).

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).

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).

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

4 unchanged sentences

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

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

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

XBRL Instance Document

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

Instance Document

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

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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.

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

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.

August 2 2, 2025

/s/ Thomas Amon

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.

Technologies Inc.

October 29, 2025

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities

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

the capacities and on the dates indicated.

August 2 2, 2025

/s/ Thomas Amon

Chief Executive Officer, Chief Financial Officer, and

Sole Director

(Principal Executive Officer

and Principal Financial Officer)

Executive Officer and Principal Financial Officer)

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.

October 29, 2025

Chief Executive Officer, Chief Financial Officer, and Sole Director

Executive Officer and Principal Financial Officer)

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

What changed 10-K

Item 9A. Controls and Procedures