What changed in this filing

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Item 1. Business

2026-04-17 compared with 2021-06-23 · 155 added, 251 removed, 8 unchanged (98% of the section changed)

Technologies Inc.

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

Madison was initially

incorporated under the name “Madison-Taylor General Contractors, Inc.”

Effective May 24, 2004, Madison changed its

name to “Madison Explorations, Inc.”

by a majority vote of the shareholders.

Effective March 9, 2015, Madison changed

its name to “Madison Technologies Inc,”

by a majority vote of the shareholders.

See Exhibit 3.3 –

of Amendment for more details.

September 16, 2016, pursuant to the terms of the Product License Agreement Madison was granted the exclusive rights to distribute

Tuffy Pack’s product line of line custom inserts that provide a level of personal protection from ballistic threats similar

to what law enforcement officers wear daily as bullet proof vests.

See Exhibit 10.5 - Product License Agreement for more details.

the fourth quarter of fiscal 2020 Madison abandoned the Tuffy Pack product line to focus on the deployment of the Luxurie Legs

line of products

July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs,

LLC of Delaware.

Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange

for the Company’s newly issued preferred convertible Series A stock.

See Form 8-K - Current Report filed July 20, 2020 for

more details.

February 16, 2021, Madison Technologies Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement

(the “Share Exchange Agreement”) with Sovryn Holdings, Inc.

(“Sovryn”) and the holders (the “Sovryn

Shareholders”) of Sovryn’s issued and outstanding shares of common stock, par value $0.0001 per share (“Sovryn

Common Shares”), pursuant to which the Shareholders exchanged 100% of the outstanding Sovryn Common Shares, for (i) 100

shares of series B preferred stock, par value $0.001 per share (“Series B Preferred Stock”), of the Company which

was transferred by Jeffrey Canouse, the Company’s controlling shareholder and existing Chief Executive Officer (the “Controlling

Shareholder”), to the designee of Sovryn and (ii) 1,000 shares of series E convertible preferred stock, par value $0.001

per share of Sovryn (“Series E Preferred Stock,”

and together with Series B Preferred Stock, the “Preferred

Exchange Shares,”

and the foregoing exchange of Sovryn Common Shares for Preferred Exchange Shares being the “Equity

Exchange”).See Form 8-K –

Current Report filed February 23, 2021 for more details

Immediately prior to the closing of the Share

Exchange Agreement, we entered into Exchange Agreements (the “Convertible Note Exchange Agreements”) with the holders of

our outstanding of convertible promissory notes (the “Convertible Notes”).

Pursuant to Convertible Note Exchange Agreements,

the holders of the Convertible Notes were issued, in exchange for their Convertible Notes, a total of 230,000 shares of our newly-designated

Series D Convertible Preferred Stock.

Our new Series D Convertible Preferred Stock is convertible into common stock at a ratio of 1,000

shares of common stock for each share of preferred stock held.

Immediately prior to the closing of the Share Exchange Agreement, we entered

into Exchange Agreements (the “Preferred Stock Exchange Agreements”

and together with the Convertible Note Exchange Agreements,

the “Exchange Agreements”) with the holders of our outstanding series A convertible preferred stock (the “Series A

Preferred Stock”).

Pursuant to the Preferred Stock Exchange Agreements, the holders of the Series A Convertible Preferred Stock

were issued, in exchange for their Series A Preferred Stock, options to purchase a majority of the outstanding shares of common stock

of a newly to be formed wholly owned subsidiary of the Company to be called CJZ License, Inc.

maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office

is located at 450 Park Avenue, New York, NY, 10022.

Madison’s office telephone number is 212-339-5888

has an authorized capital of 500,000,000 shares of Common Stock with a par value of $0.001 per share, of which 23,472,565 shares

of Common Stock are currently issued and outstanding.

has not been involved in any bankruptcy, receivership or similar proceedings.

There has been no material reclassification, merger

consolidation or purchase or sale of a significant amount of assets not in the ordinary course of Madison’s business.

Madison Technologies Inc.

Form 10-K - 2020 Page 4

Zeta-Jones Brand License Agreement;

July 17, 2020, the Company entered into an agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs,

LLC of Delaware.

Luxurie Legs transferred all of its rights, title and interest in the License Agreement to the Company in exchange

for the Company’s newly issued preferred convertible Series A stock.

its licensing agreement with Casa Zeta-Jones Brand, Madison is currently developing a new luxury shaving regiment exclusively

designed and branded for women.

The core objective of the brand is to focus on the daily shaving experience and a regiment of

luxury products selected by Catherine Zeta-Jones.

The product will be an online subscription as a club model format.

estimate $34.99 monthly reoccurring fee customers will receive a 30 day supply including the following:

weekly exfoliating wash

daily moisturizing pre-shave leg wash

daily super moisturizing luxury shave cream

5 blade self lubricating razor cartridge

luxury razor handle included in the first shipment

Madison’s

sale strategy is to create a sophisticated social media marketing operation that employs online marketing strategies

developed by Facebook, Instagram and YouTube to track the behavior of potential customers that are most likely to buy

specific products based of their previous and recent purchases.

operation will also utilize retargeting techniques that place promotional video marketing ads on the news feed of potential customers

in real time that have done searches for particular products that align with the ones we are selling.

creative/marketing team will maintain ongoing market analysis with a key focus on market differentiation.

From the onset, they

will create a “Casa Zeta-Jones Marketing Roadmap”

including everything from software and branding, ecommerce website,

loyalty program and email automation to marketing tactics execution and marketing-as-a-service.

will also engage brand influencers and top social media personas in an aggressive strategy to use the power of their social networks

to help build and maintain the shave club membership base.

distribution method is to deliver the products worldwide via an online sign up process through an e-commerce website.

will use a subscription based revenue model, and will offer a tier system for subscriptions.

Customers will be a able to select

from luxury products selected exclusively by Catherne Zeta-Jones.

an order is received Madison will outsource the packaging and delivery to fulfillment providers services including but not limited

to The Jay Group, ModusLink and Echodata.

By implementing these companies’

services Madison will be able to establish a

reliable supply chain that will receive delivery of the Licensed Products, warehouse the Luxurie Legs Products, package the Luxurie

Legs Products as per each customer order, and ship the Licensed Products to the customer efficiently and cost effectively.

Madison Technologies Inc.

Form 10-K - 2020 Page 5

expects to expand Madison’s sales distribution strategy beginning in May 2021 and to be operational by November 2021, this

includes the following components:

Initial inventory with an estimated cost of $600,000

Social media and online advertising of $50,000

of Licensed Products

Luxerie Legs Products razor handle will be supplied by Shick Edgewell, and the creams will be formulated by a independent formulation

Madison is currently working with several laboratories to perfect the cream products.

Madison anticipates establishing

a supply chain that is able to supply up to 200,000 units on an initial order.

Management believes this initial order of Luxurie

Legs Products will be sufficient for Madison’s anticipated inventory requirements for the first six months.

will be competing with other online retail companies possessing greater financial resources and technical facilities than Madison

in connection with the sale of similar products.

Many of the competitors have a very diverse portfolio and have not confined their

market to one product or line of products, but offer a wide array of products.

All of these competitors have been in business

for longer than Madison and may have established more strategic partnerships and relationships than Madison.

believes that it will have a competitive advantage over its competitors due to its plan of operations.

has identified numerous competitors in the women’s shaving market products segment, from a variety of online merchants,

and although most offer products similar or the same as Madison, management believes Madison will have a competitive advantage

in the ability to fill orders and deliver the Luxurie Legs Products to its customers building on Catherine Zeta-Jones fame

and followership to rapidly draw market attention which will develop buyer loyalty.

has also identified several online retailers that supply products that management believes would be in direct competition with

Madison’s business.

Some of those competitors include, but not limited to, the following:

Girl Shave Club - an online based supplier of high quality, female focused unique shaving and body products, delivered on

a bi-monthly subscription model.

the People- an online based supplier of premium shaving related products built around a proprietary safety razor focused on

the female consumer .

- an online supplier women’s shaving and beauty products through a 1, 2 or 3 month reoccuring ordering model.

Madison Technologies Inc.

Form 10-K - 2020 Page 6

Holdings, Inc.

February 16, 2021, Madison Technologies Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement

(the “Share Exchange Agreement”) with Sovryn Holdings, Inc.

(“Sovryn”) and the holders (the “Sovryn

Shareholders”) of Sovryn’s issued and outstanding shares of common stock.

Sovryn Holdings, Inc., Madison has embarked on an acquisition strategy, rolling-up un-affiliated Class A/LPTV TV stations in the

top 100 DMA’s (Designated Market Areas) with a goal of building out a nationwide platform through one or more station acquisitions

Each licensed TV station can broadcast between 10 and 12 and potentially more revenue “streams”

(“channels”) over-the-air, 24 hours per day/7 days per week.

Management’s strategy is to stage the acquisitions

focusing on DMA’s 1-30 and expanding thereafter on DMA’s 31-100, acquiring one station per DMA and building a portfolio

of 100 stations within 18-24 months.

Management has currently identified and held discussions with a number stations owners, has

received FCC approval for the acquisition of KNLA/KNET, a revenue producing Class A television station with coverage of 16mm people

in the number 2 DMA in the U.S., Los Angeles, signed letters of intent with 3 other stations in the top 20 and verbal agreements

on another 11 key, cash flowing stations in the top 30 markets.

Madison’s

objective is to create one the largest, most comprehensive, state of the art, broadcast Over-The-Air (“OTA”) content

distribution platforms to capitalize on the changing media and distribution landscape and on the growing OTA viewership in the

The over-the-air programming carried on these stations is initially expected to include entertainment, shopping, weather,

sports as well as religious networks and networks targeting select ethnic groups with content lease agreements as the prime source

Pricing of lease agreements is in part determined by market rank, the signal contour and the number of OTA TV households

in a given market, as well as supply and demand.

the platform is built out, management not only anticipates substantial operational synergies from the roll-up but also an expansion

in the revenue base with greater channel utilization and the addition of high-quality third-party content providers that are currently

not reaching the “OTA”

viewers, which now stands at an estimated 20mm households (44mm people) out of 108mm TV HH’s

Madison’s

plan is to acquire 50 independent TV stations in the top 30 DMA’s over the next 6-12 months.

In addition, Madison expects

to grow the station base to 100 tv stations nationwide through additional acquisitions targeting the top 100 DMA’s across

the nation, ultimately covering 80% of the population of the U.S.

over the next 18-24 months.

licensed TV station has the capability of delivering 10+ different revenue “streams”

(channels) of content Over-the-Air,

24 hours per day/7 days per week .

If converted to the new FCC approved ATSC 3.0 technology, the streaming capacity will increase

to 25+ channels or more, giving Sovryn the potential to stream content upon completion of the roll-up to over 2500 channels aggregated

over expected 100 stations.

will operate the stations remotely and centrally, eliminating the need for in-market personnel or a studio facility.

Remote operations

of stations results in significant cost efficiencies.

Recent FCC deregulation in TV broadcasting has eliminated the need for full

time employees and studio facilities operating Class A and Low Power stations allowing for greater cost efficiency.

Broadcast TV Technology

2017, the FCC approved ATSC 3.0 technology, a next generation broadcast platform that will bring new revenue opportunities to

broadcast television.

ATSC 3.0 is an enhancement to the previous standard, providing new opportunities such as increased capacity,

mobility and addressability allowing for customizable content, viewer measurability, target advertising and internet connectivity.

All these features and more will be available on mobile devices allowing for broadcast operators to capitalize on audiences traditionally

reserved for telecom operators.

Madison’s

broadcast stations will face competition from other free over-the-air television and radio stations, telecommunication companies,

cable and satellite providers, print media providers, internet and other emerging technologies.

Some of the company’s current

and potential competitors have greater resources and access to capital.

If Madison needs to obtain additional funding, the company

may be not be able to obtain such capital on favorable terms and be forced to delay its development as a result.

technological advancements and the resulting increase in programming alternatives may increase competition for household audiences.

Madison Technologies Inc.

Form 10-K - 2020 Page 7

Madison is not and will not be dependent on one or a few major customers.

(“Madison” or the “Company” or “we” or “us” or “our”)

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

Technologies Inc.

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

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

to the masses in the U.S.

and around the world.

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

for the most up-to-date information.

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

to deliver unbiased information in the global blockchain marketplace.

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

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

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

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

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

Our vision is to broadcast BCTV initially

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

and businesses connected to the cryptocurrency marketplace.

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

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

as Roku, Hulu, YouTube, Pluto and Xumo.

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

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

Building, growing and knowing your audience is a

significant factor in developing core and supplemental revenues.

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

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

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

We used proceeds from the Notes to enable

our wholly owned subsidiary, SovRyn Holdings Inc.

(“Sovryn”), to acquire KNET and KNLA, Class A television stations

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

in Seattle, Washington.

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

the occurrence of an event of default.

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

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

The Notes were secured

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

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

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

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

the event of default.

February 1, 2023, pursuant to an agreement with the Investors, Sovryn was sold to the lender.

The net assets of Sovryn at the

time of disposition totalled $9,159,907, which was used to partially settle the principal balance of the senior secured notes,

which totalled $16,500,000.

The transaction was accounted for as a non-cash settlement.

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

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

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

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

from three directors to one director.

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

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

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

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

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

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

Executive Officer and Principal Accounting Officer.

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

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

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

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

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

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

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

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

However, we cannot make

any guarantee as of the date of the filing of this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 (this

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

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

See “Cautionary Note Regarding

Future Looking Statements”.

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

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

with the broadcast television business of Sovryn, then our subsidiary, to a third-party entity controlled by the Investors (the

“Partial Foreclosure Agreement”).

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

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

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

Major media organizations

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

a dedicated source for viewers to continuously consume that content.

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

Our business is designed to generate revenue from four

primary categories of customers:

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

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

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

(2) viewers of our

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

and (3) third-party networks that lease channels on

our OTA Platform.

and Intellectual Property

does not own, either legally or beneficially, any patents or trademarks.

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

and Industry Regulations

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

The FCC regulates

Madison’s broadcasting business and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties

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

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

for the violation of its regulations.

The company’s must at often obtain the FCC’s approval to obtain, renew, assign

or modify a license, purchase a new station or sell an existing station.

The FCC licenses are critical to the operations and we

cannot operate without them.

We cannot be certain that the FCC will renew these licenses in the future if acquired or approve

new acquisitions in a timely manner.

If licenses are not renewed or acquisitions are not approved, we may lose revenue that we

could otherwise have earned and this would have an adverse effect on the overall business and financial condition.

will be subject to federal and state laws and regulations that relate directly or indirectly to its operations including federal

securities laws.

Madison will also be subject to common business and tax rules and regulations pertaining to the operation of

its business.

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

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

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

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

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

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

We are also subject to common business

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

and Development Activities and Costs

has not spent any funds on research and development activities to date.

have not spent any funds on research and development activities to date.

with Environmental Laws

Madison’s

current operations are not subject to any environmental laws.

does not own or rent facilities of any kind at the date of this filing.

Madison’s plan of operation may require the use

of warehousing facilities to store inventory and fulfill customer orders, these may be leased on a month to month basis as required.

Madison plans to conduct its operations from the

office of its chief executive officer without paying any rent until Madison is in a position to commence and expand operations.

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

Avenue, Suite 401, Purchase, New York.

of Total Employees and Number of Full Time Employees

than the directors and officers, Madison has the following employees;

Sher is the founder of ICON Licensing Group positioned in New York City and has launched and executed successful multimillion

dollar licensing and branding platforms for celebrities.

Stuart also the founder of Noah’s Ark Miami 1969-1993 a landmark

fashion retailer President of criteria recording studios A&R.

Sher is the creative manager of Madison to oversee and approve overall creative direction of brand, product, packaging, creative

assets, brand messaging, new product offerings, new brand opportunities.

Hoelzel is a business entrepreneur and advertising and marketing expert with a 30 plus year career working extensively in the

fields of advertising, marketing and product development.

Hoelzel has developed numerous highly successful private label design

programs for companies like J.C.

Penney’s, Bloomingdales, Old Navy and American Eagle Outfitters.

Hoelzel is the marketing manager to oversee all product and packaging development (core and new) - brand development, go-to-market

strategy and marketing, brand messaging and creative asset development, marketing, website and social media agencies.

Madison Technologies Inc.

Form 10-K - 2020 Page 8

Risk Factors.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

Unresolved Staff Comments.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

Madison’s

executive offices are located at 450 Park Avenue, 30 th Floor, New York, NY, 10022.

currently has no interest in any property.

Legal Proceedings.

is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property

or assets are the subject of any pending legal proceedings.

Mine Safety Disclosures.

are no current mining activities at the date of this report.

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

Accounting Officer.

Note Regarding Forward Looking Statements

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

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

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

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

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

any statements regarding future economic

conditions or performance;

any statements of belief;

and any statements of assumptions underlying any of the foregoing.

Any statements

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

In some cases, you

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

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

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

the negative of such terms or other comparable terminology.

Actual events or results may differ materially.

In evaluating these

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

files with the U.S.

Securities and Exchange Commission (“SEC”).

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

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

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

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

As a result, the identification and interpretation of data and

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

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

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

No assurance can be

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

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

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

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

The Company’s

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

Madison strongly advises that the above paragraphs and

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

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

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

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

All forward-looking statements attributable to us are expressly qualified

by these cautionary statements.

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

What changed 10-K/A

Item 1. Business