What changed in this filing

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Item 9A. Controls and Procedures

2026-04-17 compared with 2021-06-23 · 504 added, 579 removed, 56 unchanged (95% of the section changed)

1 unchanged sentence

Controls and Procedures

connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by Madison’s management,

with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Madison’s

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange

Act”)) as of December 31, 2020.

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 and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

on that evaluation, Madison’s management concluded, as of the end of the period covered by this report, that Madison’s

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, Madison has identified material weaknesses

in internal control over financial reporting, as discussed below.

Management’s

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, 2025.

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 Sarbanes-Oxley

(SOX) Section 404 A.

Madison’s internal control over financial reporting is a process designed under the supervision of

Madison’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of Madison’s financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

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:

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

Madison’s assets;

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

1 unchanged sentence

of management and the Board of Directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Madison’s

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.

2 unchanged sentences

in conditions or that the degree of compliance with the policies or procedures may deteriorate.

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31,

2020, 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.

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 Madison’s annual or interim financial statements

will not be prevented or detected on a timely basis.

Madison Technologies Inc.

Form 10-K - 2020 Page 18

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 lack of a majority of outside

directors on Madison’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required

internal controls and procedures;

(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;

(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 by Madison’s Chief Financial Officer in connection with the audit of its financial statements

as of December 31, 2020 and communicated the matters to management.

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, 2020, Madison’s 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 Madison’s financial

However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors

on Madison’s board of directors caused and continues to cause an ineffective oversight in the establishment and monitoring

of the required internal controls over financial reporting.

is committed to improving its financial organization.

As part of this commitment and when funds are available, Madison will create

a position to Madison to segregate duties consistent with control objectives and will increase its personnel resources and technical

accounting expertise within the accounting function by:

(i) appointing one or more outside directors to its board of directors

who will also be appointed to the audit committee of Madison resulting in a fully functioning audit committee who 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 one or more 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 Madison’s 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.

personnel will also provide the cross training needed to support Madison if personnel turn-over issues within the department occur.

This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues Madison

may encounter in the future.

will continue to monitor and evaluate the effectiveness of Madison’s 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

Madison’s

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

over financial reporting.

As a result, this annual report does not include an attestation report of Madison’s independent

registered public accounting firm regarding internal control over financial reporting.

Madison was not required to have, nor has

Madison, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting

pursuant to the temporary rules of the Securities and Exchange Commission that permit Madison to provide only management’s

report in this annual report.

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.

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 Madison’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act)

during the quarter ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, Madison’s

internal control over financial reporting.

Madison Technologies Inc.

Form 10-K - 2020 Page 19

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, 2025, 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.

Directors, Executive Officers, and Corporate Governance.

Identify Directors and Executive Officers

director of Madison holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and

qualified, or (iii) the director resigns.

Madison’s

management team is listed below.

Officer’s

Technologies Inc.

CEO and Director

Falcone is the Chief Investment Officer and Chief Executive Officer of Harbinger Capital, and is the Chief Investment Officer

of other Harbinger Capital-affiliated funds.

Falcone co-founded the funds affiliated with Harbinger Capital in 2001.Mr.

served as a director of HC2 Holdings, Inc.

HCHC), a diversified holding company (“HC2”), from January 2014

until July 2020, as President and CEO of HC2 from May 2014 to June 2020 and as Chairman of the Board of HC2 from May 2014 until

Falcone served as a director, Chairman of the Board and Chief Executive Officer of HRG Group, Inc.

(f/k/a Harbinger

Group Inc., “HRG”) from July 2009 to November 2014.

From July 2009 to July 2011, Mr.

Falcone also served as the President

Falcone has over two decades of experience in leveraged finance, distressed debt and special situations.

joining the predecessor of Harbinger Capital, Mr.

Falcone served as Head of High Yield trading for Barclays Capital.

to 2000, he managed the Barclays High Yield and Distressed trading operations.

Falcone held a similar position with Gleacher

Natwest, Inc., from 1997 to 1998.

Falcone began his career in 1985, trading high yield and distressed securities at Kidder,

Peabody & Co.

Falcone served as a member of the board of directors of Inseego Corp.

INSG), a provider of intelligent

wireless solutions for the worldwide mobile communications market from 1994 through August 2018, as its Chairman of the Board

from May 2017 through August 2018, and as a member of its Audit Committee from June 2017 through August 2018.

Falcone received

in Economics from Harvard University.

Officer’s

Technologies Inc.

and Chief Technology Officer, Chief Operating Officer

Turner, COO and CTO, is a broadcast engineer and operations specialist with over 35 years of experience in the industry

in many capacities including construction, maintenance and operation of broadcast stations.

Most recently Mr.

was the COO and director of engineering at Hc2 Broadcasting, prior to that he was the director of engineering at Dallas based

Daystar Television Network.

Mr Turner is a graduate of the Texas A&M University system.

Officer’s

Technologies Inc.

Zenna, is the founder of Zenna Consulting

Group a strategic advisory that develops and executes marketing strategies for B2B tech firms.

Mr Zenna is currently a revenue and marketing

consultant for companies looking for insights into developing sales, marketing and business growth strategies, he current clients include

Equinox, DailyPay, EngageDBR, Semcasting and AdvancedContextual.

Zenna’s appointment as a member of the Board of Directors

of the Company is subject to the Company’s compliance with Rule 14f-1 under the Exchange Act, which was not satisfied as of the

date of this Annual Report.

Madison Technologies Inc.

Form 10-K - 2020 Page 20

Officer’s

Technologies Inc.

and Chief Compliance Officer, Corporate Secretary

Canouse, age 46, combines over twenty-three years of experience in financial senior management following a thirteen-year

career as an Investment Banker.

Previously, he had been involved in various companies in the investment industry holding positions

including Vice President, Senior Vice President and Managing Director at J.

Carey Inc., J.P.

Carey Securities Inc.

Capital a boutique (the “Carey Company’s”) investment banking firm that assisted in arranging over $2 billion

in financing.

During his time with the Carey Company’s Mr.

Canouse was personally responsible for sourcing new corporate

clients, presenting to institutional investors, structuring terms, and working with counsel for timely closings.

From July 11,

2011 through the present day, Mr.

Canouse has acted as Managing Member of Anvil Financial Management, LLC where he has offered

his expertise to companies in need of restructuring, financing, debt settlement and compliance assistance.

Canouse has also

previously acted as Chief Executive Officer of two other publicly traded companies, where he oversaw acquisitions and restructuring

amongst other duties in those roles.

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.

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.

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

and investment funds.

Over the past five years, Mr.

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

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

From July 2020 until July 31, 2023, Mr.

Amon served on the board of Everything

Blockchain, Inc.

For the past 15 years, Mr.

Amon has also served as President of Spoleto Corporation.

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.

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.

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

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.

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 Madison to become directors

or executive officers.

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

bankruptcy petition has been filed by or against any business of which any director was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time.

director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic

violations and other minor offences).

director has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court

of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities.

director has been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the

Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been

reversed, suspended, or vacated.

Certain Legal Proceedings involving Mr.

On September 16, 2013, the United States District

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

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

and Philip A.

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

HCP Parties by the SEC.

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

Offshore Manager, L.L.C., and Mr.

Falcone violated the anti-fraud provisions of the federal securities laws by engaging in market manipulation

in connection with the trading of the debt securities of a particular issuer from 2006 to 2008.

The other civil action alleged that Harbinger

Capital and Mr.

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

Capital Partners Special Situations Fund, L.P.

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

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

The Final Judgment barred and enjoined Mr.

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 Group, Inc.

(f/k/a Harbinger Group

Inc.., an entity in which Mr.

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

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

Falcone delivered a commitment (the “NYDFS Commitment”)

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

Falcone agreed for a period of up

to seven years that he will not, directly or indirectly, individually or through any person or entity, exercise control (within the meaning

of New York Insurance Law Section 1501(a)(2)) over FGL NY Insurance or any other New York-licensed insurer.

In connection with the NYDFS

Commitment, neither Mr.

Falcone nor any employee of Harbinger Capital, may (i) serve as a director or officer of FGL or (ii) be involved

in making investment decisions for FGL’s portfolio of assets or any funds withheld account supporting credit for reinsurance for

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

Any other activities related solely to FGL (other than FGL NY Insurance) are not prohibited and HRG executives may continue

to serve on FGL’s board of directors.

In addition, in connection with its re-domestication to Iowa, on October 7, 2013, Fidelity

& Guaranty Life Insurance Company (“FGL Insurance”), a subsidiary of FGL, agreed to the conditions set by the Iowa Insurance

Commissioner that neither Mr.

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

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

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.

The Company understands that Mr.

Falcone continues to vigorously

pursue his defense in connection with these matters, which may be time consuming and may result in the loss of certain shares of his

investment in the Company.

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:

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;

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;

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

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;

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.

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

16(a) of the Security Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of Madison to file

with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities

of the Company (Form 4 and Form 5) and to provide copies of all such Forms as filed to Madison.

Based solely on Madison’s review

of the copies of these forms received by it or representations from certain reporting persons, management believes that SEC beneficial

ownership reporting requirements for fiscal 2020 were not met since our executive officers and directors have not filed any Forms

Madison Technologies Inc.

Form 10-K - 2020 Page 21

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, 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.

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 to the code.

Nomination Procedure for Directors

does not have a standing nominating committee;

do not have a standing nominating committee;

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

Board of Directors.

Madison has 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 Financial Expert

has no financial expert.

Management believes the cost related to retaining a financial expert at this time is prohibitive.

Madison’s

Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors

to carry out the duties of the Audit Committee.

Madison’s Board of Directors has determined that the cost of hiring a financial

expert to act as a director of Madison and to be a member of the Audit Committee or otherwise perform Audit Committee functions

outweighs the benefits of having a financial expert on the Audit Committee.

Identification of Audit Committee

does not have a separately-designated standing audit committee.

Rather, Madison’s entire board of directors performs the

required functions of an audit committee.

Currently, Jeffrey Canouse is the only member of Madison’s audit committee, but

he does not meet Madison’s independent requirements for an audit committee member.

See “Item 12.

below for more information on independence.

Madison’s

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.

audit committee is responsible for:

(1) selection and oversight of Madison’s independent accountant;

(2) establishing procedures

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

(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 Madison’s employees of concerns regarding accounting and auditing

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

of December 31, 2020, Madison did not have a written audit committee charter or similar document.

Code of Ethics

has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO.

Exhibit 14 –

Code of Ethics for more information.

Madison undertakes to provide any person with a copy of its financial

code of ethics free of charge.

Please contact Madison at 212-339-5888 to request a copy of Madison’s financial code of ethics.

Management believes Madison’s financial 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

ensure prompt internal reporting of code violations;

and provide accountability for adherence to the code.

Madison Technologies Inc.

Form 10-K - 2020 Page 22

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

of December 31, 2025, 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.

has paid the following compensation to its named executive officers and managers during its fiscal year ended December 31, 2020.

has paid the following compensation to its named executive officers during its fiscal years ended December 31, 2025 and 2024.

compensation table

and principal position

Incentive Plan

Name and principal position

Non-qualified

Deferred Compensation Earnings

other compensation

February 2021

2021- to present

Mar 2018 –

July 20, 2020

Madison’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised

Madison Technologies Inc.

Form 10-K - 2020 Page 23

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

Amon, Chief Executive Officer, Chief Financial Officer and Director

have structured our compensation with the following objectives in mind:

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

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 Madison 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 of Madison or from a change in a named

executive officer’s responsibilities following a change in control.

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 2025

the year ended December 31, 2025, 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 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.

The following table sets forth, as of March 30,

2021, information regarding beneficial ownership of our capital stock by:

person, or group of affiliated persons, known by us to be the beneficial owner of 5% or more of any class of our voting securities;

of our current directors and nominees;

of our current named executive officers;

current directors and named executive officers as a group.

Beneficial ownership

is determined according to the rules of the SEC.

Beneficial ownership means that a person has or shares voting or investment power of

a security and includes any securities that person or group has the right to acquire within 60 days after the measurement date.

table is based on information supplied by officers, directors and principal shareholders.

Except as otherwise indicated, we believe that

each of the beneficial owners of the common stock listed below, based on the information such beneficial owner has given to us, has sole

investment and voting power with respect to such beneficial owner’s shares, except where community property laws may apply.

Name and Address of Beneficial Owner

Named Executive Officers and Directors:

Jeffrey Canouse

All executive officers and directors as a group (four persons)

Other 5% Shareholders:

FFO I Trust (5)

FFO II Trust (6)

KORR Value, LP (7)

as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common

stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in

the footnotes to this table.

Unless otherwise indicated, the address of the beneficial owner is Madison Technologies, Inc., 450 Park

Avenue, 30th Floor, New York, NY 10022.

B Convertible Preferred Stock has the right to vote together with the holders of the common stock, as a single class, upon all matters

submitted to holders of common stock for a vote.

The shares of Series B Preferred Stock will carry a number of votes equal to 51%

(representing majority voting power) of all voting shares of every class, including 51% of all of the issued and outstanding shares

of common stock on the date of any shareholder vote, such that the holders of Series B Preferred Stock shall always possess the majority

of voting rights, and shall always out vote all holders of common stock.

1,000 shares of Series E Convertible Preferred Stock is convertible into a number of shares of common stock equal to 56.38% of our

capital stock on a fully diluted basis on the date of conversion (approximately 2,305,000,000 shares of common stock as of the Closing

Date), and is entitled to vote on an as converted basis until conversion.

(i) 100 shares of Series B Preferred Stock held by FFO 1 2021 Irrevocable Trust, (ii) 400 shares of Series E Convertible Preferred

Stock held by each of FFO 1 2021 Irrevocable Trust and FFO 2 2021 Irrevocable Trust.

Falcone, the Chief Executive Officer

and a director of the Company, as a trustee of the FFO I Trust, has the sole voting and shared dispositive power over the shares

held by the FFO I Trust, and Lisa Falcone, the wife of Mr.

Falcone, as the trustee of the FFO II Trust, has shared voting and dispositive

power over the shares held by the FFO II Trust.

Falcone, the Chief Executive Officer and a director of the Company, as trustee of the FFO I Trust, has the sole voting and shared

dispositive power over the shares held by the FFO I Trust.

The address for the FFO I Trust is c/o Harbinger Capital, 430 Park Avenue,

30th Floor, New York, NY 10022.

Falcone, the wife of Philip A.

Falcone, the Chief Executive Officer and a director of the Company.

As the trustee of the FFO II Trust,

Lisa Falcone has shared voting and dispositive power over the shares held by the FFO II Trust.

The address for each the FFO II Trust

is c/o Harbinger Capital, 430 Park Avenue, 30th Floor, New York, NY 10022.

Orr is the president of KORR Value, LP, and in such capacity, may be deemed to have voting and dispositive power with respect to

KORR Value, LP and Mr.

Orr disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest

Changes in Control

Management is not aware of any arrangement that may

result in a change in control of Madison, with the exceptions set forth below.

On July 20, 2020, Jeffrey Canouse and Joseph

Gallo entered into a share assignment agreement for the assignment of 6,177,000 shares in the capital of Madison.

For more details, see

Exhibit 10.1 –

Share Assignment Agreement.

As a result of the assignment of the 6,177,000 shares, there was a change in control

in the voting shares of Madison.

Jeffrey Canouse is now the beneficial owner of 25.2% of the issued and outstanding shares of common

stock in the capital of Madison and Mr.

Gallo owns no shares of common stock in the capital of Madison.

Madison Technologies Inc.

Form 10-K - 2020 Page 24

to the assignment of shares, no shareholder beneficially owned 5% or more of the issued and outstanding shares of common stock,

with the exception of Mr.

Gallo, who owned 34.2% of the issued and outstanding shares of common stock in the capital of Madison.

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.

result of the issuance of the transfer of the Series B Preferred Stock and the issuance of the shares of Series E Preferred Stock

pursuant to the Share Exchange Agreement, a change in control of the Company occurred on February 16, 2021.

Under the terms of

the Share Exchange Agreement, Sovryn has appointed two (2) members of the Board of Directors of the Company.

The appointment of

these members is subject to compliance with Rule 14f-1 under the Exchange Act.

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 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

Preferred Stock

of Beneficial Owner

Stockholders:

Investors, LP (5)

2,347,661,906

and Executive Officers:

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

DeVito, Director

and Executive Officers as a Group (4 persons)

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

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

the beginning of Madison’s last fiscal year, no director, executive officer, security holder, or any immediate family of

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 Madison was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent

of the average of Madison’s total assets at year-end for the last three completed fiscal years.

Promoters and control persons

July 2004 until June 2007, Kevin Stunder and Joel Haskins were promoters of Madison’s business.

From June 2007 until July

2011, Joseph Gallo and Steven Cozine were promoters of Madison’s business.

From July 2011 until September 2014 Joseph Gallo

was the promoter of Madison’s business.

From September 2014 until November 2014 Brent Inzer was the promoter of Madison’s

From November 2014 until Jan 2015 Mr.

Frank McEnulty was the promoter of Madison’s business.

From January 2015

until September 2016 Mr.

Joseph Gallo was the promoter of Madison’s business.

From September 2016 until March 2018 Mr.

Brady was the promoter of Madison’s business.

Since March 3, 2018 until July 14, 2020 Joseph Gallo was the promoter of Madison’s

From July 14, 2020 until present Jeffrey Canouse has been the promoter of Madison,.

From February 17, 2021 Jeffrey Canouse,

Phillip Falcone, Warren Zenna and Henry Turner have been the promoters of Madison, none of these promoters have received anything

of value from Madison nor is any person entitled to receive anything of value from Madison for services provided as a promoter

of the business of Madison.

Madison Technologies Inc.

Form 10-K - 2020 Page 25

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

Madison’s

board of directors currently consists of Phillip Falcone and Jeffrey Canouse.

Pursuant to Item 407(a)(1)(ii)

of Regulation S-K of the Securities Act, Madison’s board of directors has adopted the definition of “independent director”

as set forth in Rule 4200(a)(15) of the NASDAQ Manual.

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 Madison’s

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 Madison in excess of $200,000 during any period of 12 consecutive

months with the three past fiscal years.

Also, the ownership of Madison’s stock will not preclude a director from being

In applying this definition, Madison’s board

of directors has determined that no director currently qualifies as an “independent director”

pursuant to Rule 4200(a)(15)

of the NASDAQ Manual.

As of the date of the report, Madison did not maintain a separately designated

compensation or nominating committee.

Madison has also adopted this definition for the independence of the members of its audit committee.

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

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.

DeVito inserted here]

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

Madison’s audit of annual financial statements and for review of financial statements included in Madison’s Form 10-Q’s

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

those fiscal years was:

- $8,900 –

Margetson Ltd.

Chartered Professional Accountant

- $8,900 –

Margetson Ltd.

Chartered Professional Accountant

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, 2025 - $65,000 – SRCO

31, 2024 - $ 65,000 – SRCO

Audit-Related Fees

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 Madison’s financial statements and are not reported

in the preceding paragraph:

- $nil –

Margetson Ltd.

Chartered Professional Accountant

- $nil –

Margetson Ltd.

Chartered Professional Accountant

are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding

31, 2025 and December 31, 2024 - $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:

- $nil –

Margetson Ltd.

Chartered Professional Accountant

- $nil –

Margetson Ltd.

Chartered Professional Accountant

31, 2025 and December 31, 2024 - $Nil – SRCO

All Other Fees

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) was:

- $nil –

Margetson Ltd.

Chartered Professional Accountant

- $nil –

Margetson Ltd.

Chartered Professional Accountant

The percentage of hours expended on the principal accountant’s engagement to audit Madison’s 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 %.

Madison Technologies Inc.

Form 10-K - 2020 Page 26

other than the services reported in paragraphs (1), (2), and (3) of this Item 14 was:

31, 2025 and December 31, 2024 - $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 basis.

Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part

of this report:

Financial Statements

financial statements of Madison Technologies Inc.

have been included in Item 8 above.

consolidated financial statements have been included in Item 8 above.

Financial Statement Schedules

2 unchanged sentences

have been omitted from this Item 15.

The following documents are included as exhibits to this report

Acquisition Agreement, ratified July 17, 2020 and Officers Certificates for Madison Technologies, Inc.

and Luxurie Legs, LLC dated July 17, 2020 filed as an exhibit to Madison’s Current Report on Form 8-K filed on July 17, 2020, and incorporated herein by reference.

Acquisition Agreement dated September 25, 2020 for Fifty-One percent (51%) of the total outstanding shares of Posto Del Sole, Inc.

filed as an exhibit to Madison’s registration statement on Form S-1/A filed on December 7, 2020, and incorporated herein by reference.

Exchange Agreement dated February 16, 2021 by and among Madison Technologies, Inc., Sovryn Holdings, Inc.

and the shareholders of

Sovryn Holdings, Inc.

Amendment to the July 17, 2020 Acquisition Agreement, dated March 23, 2021 by and between Madison Technologies, Inc., CZJ License,

and Luxurie Legs, LLC

Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.

By-Laws, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.

Certificate of Amendment to the Articles of Incorporation, dated March 3, 2015, filed as an Exhibit to Madison’s current report on Form 8-K filed March 11, 2015, and incorporated herein by reference

Certificate of Amendment to the Articles of Incorporation, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series A Convertible Preferred Stock, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series B Convertible Preferred Stock, dated July 28, 2020, filed as an Exhibit to Madison’s current report on Form 8-K filed August 7, 2020, and incorporated herein by reference.

Certificate of Designation for the Series C Convertible Preferred Stock, dated February 11, 2021.

Certificate of Designation for the Series D Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series E Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series F Convertible Preferred Stock, dated March 26, 2021.

Certificate of Designation for the Series G Convertible Preferred Stock, dated March 26, 2021.

of Secured Note issued in the February 2021 Private Placement

of Warrant issued in the February 2021 Private Placement

of Registrant’s Securities

Product License Agreement dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc., filed as an exhibit to Madison’s Form 8-K (Current Report) filed on September 19, 2016, and incorporated herein by reference.

Share Purchase Agreement dated July 3, 2018 between Thomas Brady and Joseph Gallo, filed as an Exhibit to Madison’s current report on Form 8-K filed July 9, 2018 and incorporated herein by reference.

Share Assignment Agreement dated July 20, 2021 between Jeffrey Canouse and Joseph Gallo., filed as an exhibit to Madison’s Annual Report on Form 10-K filed on April 15, 2021, and incorporated herein by reference.

Transfer Agreement dated February 16, 2021 between Madison Technologies, Inc.

and Jeff Canouse

of Exchange Agreement with the Convertible noteholders and Series A Preferred Stock Holders, dated February 16, 2021

Purchase Agreement, dated February 17, 2021, by and between the Company and the investors signatory thereto

Rights Agreement, dated February 17, 2021, by and between the Company and the investors signatory thereto

Agreement, dated February 17, 2021, by and between the Company and the investors signatory thereto

Agreement, dated February 17, 2021, issued to the February 2021 Investors.

Code of Ethics, filed as an exhibit to Madison’s 2010 annual report on Form 10-K filed on March 31, 2010, and incorporated herein by reference.

of the Registrant

Certification

of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350,

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

Madison Technologies Inc.

Form 10-K - 2020 Page 27

accordance with the requirements of the Securities Exchange Act of 1934, Madison Technologies Inc.

has caused this report to be

signed on its behalf by the undersigned duly authorized person.

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).

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

on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein by reference).

of Amendment to the Certificate of Designation for the Series G Convertible Preferred Stock, dated August 19, 2021 (filed

as Exhibit 3.12 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein

by reference).

of Amendment to the Certificate of Designation for the Series G Convertible Preferred Stock, dated September 16, 2021 (filed

as Exhibit 3.15 to the Registration Statement filed by the Company with the SEC on September 28, 2021 and incorporated herein

by reference).

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

as Exhibit 4.1 to the Annual Report on Form 10-K, filed by the Company with the SEC on August 26, 2022 and incorporated herein

by reference).

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.

and Luxurie Legs, LLC (filed as Exhibit 2.1 to the

Current Report on Form 8-K, filed by the Company with the SEC on July 17, 2020 and incorporated herein by reference).

Agreement dated September 25, 2020, by and among Madison Technologies Inc.

and Posto Del Sole, Inc.

(filed as Exhibit 10.17

to Amendment No.

1 to Registration Statement filed by the Company with the SEC on December 7, 2020, and incorporated herein

by reference).

Exchange Agreement dated February 16, 2021, by and among Madison Technologies Inc., SovRyn Holdings, Inc and the shareholders

of SovRyn Holdings, Inc (filed as Exhibit 2.3 to the Annual Report on Form 10-K/A, filed by the Company with the SEC on June

23, 2021 and incorporated herein by reference).

Purchase Agreement, dated February 17, 2021, by and between SovRyn Holdings, Inc, NJR TV III CA OPCO, LLC and NRJ TV III CA

LICENSE CO., LLC (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on April 23, 2021

and incorporated herein by reference).

Purchase Agreement, dated March 14, 2021 by and between SovRyn Holdings, Inc and Abraham Telecasting Company LLC (filed as

Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 16, 2021 and incorporated herein

by reference).

Purchase Agreement, dated March 29, 2021 by and between SovRyn Holdings, Inc and Seattle 6 Broadcasting Company LLC (filed

as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 16, 2021 and incorporated herein

by reference).

Purchase Agreement, dated June 9, 2021 by and between SovRyn Holdings, Inc and Local Media TV Chicago LLC (filed as Exhibit

2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2021 and incorporated herein by reference).

Purchase Agreement, dated July 13, 2021 by and between SovRyn Holdings, Inc and Lotus TV of Phoenix LLC (filed as Exhibit

2.1 to the Current Report on Form 8-K, filed by the Company with the SEC on July 21, 2021 and incorporated herein by reference).

Purchase Agreement, dated August 31, 2021 by and between SovRyn Holdings, Inc and D;

Amico Brothers Broadcasting Corp (filed

as Exhibit 2.10 to the Registration Statement on Form S-1/A, filed by the Company with the SEC on October 8, 2021 and incorporated

herein by reference).

License Agreement, dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc.

(filed as Exhibit 10.5

to the Current Report on Form 8-K, filed by the Company with the SEC on September 19, 2016 and incorporated herein by reference).

Assignment Agreement, dated July 20, 2021 between Jeffrey Canouse and Joseph Gallo (filed as Exhibit 10.1 to the Annual Report

on Form 10-K, filed by the Company with the SEC on April 15, 2021 and incorporated herein by reference).

E Exchange Agreement, dated September 16, 2021, by and between Madison Technologies Inc.

and the investors signatory thereto

(filed as Exhibit 10.11 to the Registration Statement on Form S-1, filed by the Company with the SEC on September 28, 2021

and incorporated herein by reference).

Acquisition Agreement, dated October 20, 2021 (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company

with the SEC on October 20, 2021 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,

Inc., Jay Blumenfield, and Anthony Marsh (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company with

the SEC on May 24, 2022 and incorporated herein by reference).

and Restated Secured Loan and Security Agreement, dated May 23, 2022, by and between Madison Technologies Inc.

Productions, Inc.

(filed as Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company with the SEC on May 24, 2022

and incorporated herein by reference).

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

incorporated herein by reference).

Margetson Ltd., dated April 29, 2022 (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company

with the SEC on September 15, 2021 and incorporated herein by reference).

List of Subsidiaries.

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

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

Filed herewith

accordance with SEC Release 33-8238, the certifications furnished in Exhibit 32 hereto are deemed to be furnished with this Annual

Report and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, except to the extent that

the registrant specifically incorporates it by reference.

Form 10-K/A Summary

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.

PhilipFalcone

to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Madison Technologies Inc.

the capacities and on the dates indicated have signed this report below.

Chief Executive Officer, Director

Principal Executive Officer,

Principal Financial Officer, and

Principal Accounting Officer

June 23, 2021

Philip Falcone

/s/ Henry Turner

Chief Technology Officer

June 23, 2021

/s/ Jeff Canouse

Chief Compliance Officer and Corporate Secretary

June 23, 2021

/s/ Warren Zenna

June 23, 2021

April 14, 2026

Chief Executive Officer and Chief 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.

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/A

Item 9A. Controls and Procedures