What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-10-30 · 90 added, 172 removed, 470 unchanged (36% of the section changed)

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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

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

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.

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.

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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.

Amon, currently the Chairman 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.

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

January 31, 2026, the Company appointed Vincent DeVito as a member of the Board of Directors.

Amon, age 78, is a corporate and M&A specialist with over 40 years’ experience representing small and medium sized companies

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the requisite qualifications and skills to serve as a member of the Board of Directors.

DeVito, age 55, is the Global Head of Asset Management at Arena Investors, bringing more than 25 years of experience spanning

origination, underwriting, portfolio management, and valuation across a wide variety of investments, including corporate private

investments, structured finance transactions, natural resources, corporate securities, real estate, and secondaries and liquidity

Prior to joining Arena, Mr.

DeVito served as Director of Credit, Lending, and Portfolio Management at a distressed-focused

asset manager, where he was responsible for debt and equity control investments primarily via bankruptcy processes.

he served as a Managing Director and was the founder of a liquid and illiquid par and distressed leveraged loan and high yield

bond business within a large public bank holding company.

Earlier in his career, Mr.

DeVito held various positions in the financial

services division of a public industrial conglomerate, where he was responsible for originating, assessing, and managing par and

distressed liquid and illiquid investments and private equity transactions.

He also previously worked in the mergers and acquisitions

group at a multinational entertainment company and began his career as a Senior Auditor at a Big 4 accounting firm.

currently serves on multiple boards across a diverse range of portfolio companies.

In these roles, he provides strategic guidance

on matters including corporate governance, capital structure, operational performance, and value creation, drawing on his deep

expertise in credit, restructuring, and private investment to support management teams and drive outcomes for stakeholders.

DeVito holds a BS in Accounting and an MBA in Finance from Fordham University and is a Certified Public Accountant.

Identify Significant Employees

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past ten years:

Been convicted in

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

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

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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

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

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;

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

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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.

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

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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.

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

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.

The NYDFS Commitment provides that:

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

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

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.

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.

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31, 2025 were complied with by each person who at any time during the year ended December 31, 2025 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.

officer of the Company, or held more than 10% of our Common Stock.

Code of Ethics

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Non-qualified

Chief Executive Officer

Chief Technology Officer and Former Chief Operating Officer

Thomas Amon, Chief Executive

Officer, Chief Financial Officer and Director

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.

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

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

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

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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.

For compensation paid to our other director during the year ended December 31, 2025, 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.

following table sets forth, as of April 14, 2026, information regarding beneficial ownership of our capital stock by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding voting securities;

of our named executive officers;

of our directors;

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.

for shares of Common Stock, Series B Preferred Stock or Series E-1 Preferred Stock within sixty (60) days of April 14, 2026.

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 April 14, 2026 is deemed to be

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

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.

Beneficially Owned

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

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

DeVito, Director

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.

Based on 1,678,095,243 shares of Common Stock issued and outstanding as of April 14, 2026.

The 100 shares of Series B Preferred Stock are not convertible, however such shares enable the holder thereof to cast a number

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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.

the beginning of the year ended December 31, 2024, 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.

Amon is the a 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

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

DeVito inserted here]

Principal Accounting Fees and Services

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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).

and Restated By-Laws (filed as Exhibit 3.1(ii) to the Annual Report on Form 10-K, filed by the Company with the SEC on January

25, 2024 and incorporated herein by reference).

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

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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

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

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Filed herewith

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Technologies Inc.

October 29, 2025

April 14, 2026

Chief Executive Officer and Chief Financial Officer

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and in the capacities and on the dates indicated.

October 29, 2025

Chief Executive Officer, Chief Financial Officer, and Sole Director

April 14, 2026

Chief Executive Officer, Chief Financial Officer, and Director

Executive Officer and Principal Financial Officer)

April 14, 2026

Vincent DeVito

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