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xbrli:pure

United states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	quarterly report under section 13 0r 15(d) of the securities exchange act of 1934

For the quarterly period ended ~~September 30~~March 31, ~~2022~~2023

☐	transition report under section 13 0r 15(d) of the securities exchange act of 1934

For the transition period from ________________________ to _______________________

Commission file number 000-51302

Madison Technologies Inc.

(Exact name of registrant as specified in its charter)

Nevada

85-2151785

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

61 East 80th Street, New York, NY		10075
2500 Westchester Avenue, Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

(212) ~~518~~257-~~4177~~4193 (Registrant’s telephone number, including area code)

~~n/a~~Securities ~~(Former~~registered ~~name,~~pursuant ~~former~~to ~~address~~Section 12(b) ~~and~~of ~~former~~the ~~fiscal~~Act: ~~year, if changed since last report)~~None.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒☐ Yes ☐☒ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

☒☐ Yes ☐☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company ” in Rule 12b-2 of the Exchange Act.

Larger accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ ~~(Do~~Emerging ~~not~~growth ~~check if a smaller reporting~~ company) ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding at ~~November~~March 1027, ~~2022~~2024
Common Stock - $0.001 par value		1,599,095,027
Common Stock, $0.001 par value per share		1,603,095,243

Form 10-Q – Q2 Madison Technologies Inc. Page 2

MADISON TECHNOLOGIES INC.

INTERIM Financial Statements

SEPTEMBER 30, 2022 and 2021

(unaudited)

Form 10-Q – Q2 Madison Technologies Inc. Page 3

MADISON TECHNOLOGIES INC.

(UNAUDITED)

TABLE OF Contents

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets	4
Statements of Operations	5
Statements of Stockholders’ Deficit	6
Statements of Cash Flows	7
Notes to the Financial Statements	8-29

FORM 10-Q

~~Form~~March 31, ~~10-Q – Q2 Madison Technologies Inc. Page 4~~2023

		Page

Part I.	FINANCIAL INFORMATION

Item 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Stockholders’ Deficit	3

	Condensed Consolidated Statements of Cash Flows	4

	Notes to the Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

Part II.	OTHER INFORMATION	31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults upon Senior Securities	31

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

	Signatures	34

MADISON TECHNOLOGIES INC.

condensed consolidated Balance Sheets

(Unaudited)

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	~~8,804~~593		$	~~55,656~~—
Accounts receivables, net		103,536			167,800
Prepaid expenses		—			12,722
Note receivables		817,534			749,603
Assets from discontinued operations		—			11,726,332
Due (to) from related party		(28,658	)		709,259
Total Current Assets		593			11,739,054
Total Current Assets		901,216			1,682,318
Investments		—			100
Intangible assets, net		12,221,439			12,196,646
Total Assets	$	593		$	11,739,154
Equipment, net		1,344,344			1,486,347
Investments		101			101
Operating lease right-of-use assets, net		1,320,650			1,400,980
Total Assets	$	15,787,750		$	16,766,392
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1960,~~447,336~~994		$	~~791~~741,~~802~~399
Derivative liability		4,~~159~~429,329			34,~~464~~429,~~529~~329
Current portion of lease liabilities		-			3,767
Promissory notes		1,061,415			936,112
Promissory notes		916,223			491,741
Convertible notes		2,283,297			1,883,295
Convertible notes payable		1,770,199			850,000
Interest payable on senior secured notes		3,753,750			3,300,000
Interest payable on senior secured notes		2,475,000			453,750
Senior secured notes, net of discount		15,013,449			14,599,240
Total current liabilities		10,768,087			6,055,589
Liabilities from discontinued operations		—			2,582,902
Long term portion of lease liability obligations		1,466,584			1,464,728
Total current liabilities		27,502,234			28,472,277
Long term convertible notes, net of discount		14,175,827			12,919,392
Preferred Shares–- Series C, $0.001 par value; 2%, stated value $100 per share 10,000 shares designated, 0 issued and outstanding, March 31, 2023 and December 31, 2022, respectively;		—			—
Total liabilities		26,410,498			20,439,709
Preferred Shares–- Series D, $0.001 par value; convertible, stated value $3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, March 31, 2023 and December 31, 2022, respectively; 75,000 converted		155			155
Preferred Shares - Series C, $0.001 par value; 2%, stated value $100 per share 10,000 shares designated, 0 issued and outstanding, September 30, 022 and December 31, 2021, respectively;		-			-
Preferred Shares–- Series E, $0.001 par value; convertible, stated value $1,000 per share, 1,000 shares designated, 0 issued and outstanding, March 31, 2023 and December 31, 2022, respectively; 1,000 shares exchanged for Series E-1		—			—
Preferred Shares - Series D, $0.001 par value; convertible, stated value $3.32 per share, 230,000 shares designated, 155,000 and 0 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively; 75,000 converted		155			155
Preferred Shares – Series E-1, $0.001 par value; convertible, stated value $0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, March 31, 2023 and December 31, 2022, respectively;		1,153			1,153
Preferred Shares - Series E, $0.001 par value; convertible, stated value $1,000 per share, 1,000 shares designated, 0 issued and outstanding, September 30, 2022 and December 31, 2021, respectively; 1,000 shares exchanged to Series E-1		-			-
Preferred Shares – Series F, $0.001 par value; convertible, stated value $1 per share, 1,000 shares designated, 0 issued and outstanding, March 31, 2023 and December 31, 2022, respectively; 1,000 shares converted		—			—
Preferred Shares - Series E-1, $0.001 par value; convertible, stated value $0.87 per share, 1,152,500 shares designated, 1,152,500 and 0 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively;		1,153			1,153
Preferred Shares – Series G, $0.001 par value; convertible, stated value $1,000 per share, 4,600 shares designated, 0 issued and outstanding, March 31, 2023 and December 31, 2022, respectively; 4,600 shares converted		—			—
Preferred Shares - Series F, $0.001 par value; convertible, stated value $1 per share, 1,000 shares designated, 0 issued and outstanding, September 30, 2022 and December 31, 2021, respectively; 1,000 shares converted		-			-
Preferred Shares – Series H, $0.001 par value; convertible, stated value $1 per share, 39,895 shares designated, issued and outstanding, March 31, 2023 and December 31, 2022, respectively;		40			40
Preferred Shares - Series G, $0.001 par value; convertible, stated value $1,000 per share, 4,600 shares designated, 0 issued and outstanding, September 30, 2022 and December 31, 2021, respectively; 4,600 shares converted		-			-
Preferred Shares – Series H, $0.001 par value; convertible, stated value $1 per share, 39,895 shares designated, issued and outstanding, September 30, 2022 and December 31, 2021, respectively;		40			40
Temporary equity value
STOCKHOLDERS’ DEFICIT
Capital Stock:
Preferred Shares – 50,000,000 shares authorized, $0.001 par value Preferred Shares - Series A, $0.001 par value; 3%, stated value $100 per share 100,000 shares designated, 0 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively;		-			-
Preferred Shares – 50,000,000 shares authorized, $0.001 par value;		—			—
Preferred Shares - Series B, $0.001 par value; 100 shares designated, 100 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively		-			-
Preferred Shares–- Series A, $0.001 par value; 3%, stated value $100 per share, 100,000 shares designated, 0 shares issued and outstanding, March 31, 2023 and December 31, 2022, respectively;		—			—
Preferred Stock value
Preferred Shares–- Series B, $0.001 par value; 100 shares designated, 100 shares issued and outstanding, March 31, 2023 and December 31, 2022, respectively		—			—
Common Shares - $0.001 par value; 6,000,000,000 shares authorized 1,599,095,027 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively		1,599,095			1,599,095
Common Shares - $0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, March 31, 2023 and December 31, 2022, respectively		1,603,095			1,603,095
Additional paid in capital		10,~~473~~549,~~261~~165			10,~~473~~549,~~261~~265
Accumulated deficit		(2239,~~696~~655,~~452~~249	)		(1528,~~747~~886,~~021~~831	)
Total stockholders’ deficit		(1027,~~624~~502,~~096~~989	)		(316,~~674~~734,~~665~~471	)
Total liabilities and stockholders’ deficit	$	~~15,787,750~~593		$	1611,~~766~~739,~~392~~154

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 5~~ 1

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS of Operations

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	March 31, 2023			March 31, 2022
Revenues	$	~~485,497~~—		$	~~464,028~~—		$	~~1,431,762~~		$	~~760,053~~
Operating Expenses
Selling, general and administrative		~~272~~350,~~533~~830			~~198~~44,~~567~~502			~~753,378~~			~~433,025~~
Television operations		85,800			74,889			257,483			178,869
Professional fees		107,740			663,805
Amortization of intangible assets		80,993			(57,437	)		242,481			177,006
Total operating expenses		458,570			708,307
Professional fees		416,019			741,296			2,556,767			1,745,592
Loss before other expense		(458,570	)		(708,307	)
Loss on asset disposals		-			17,147			52,668			17,147
Other income (expenses)
Total operating expenses		855,345			974,462			3,862,777			2,551,639
Other income		—			9,381
Loss before other expense		(369,848	)		(510,434	)		(2,431,015	)		(1,791,586	)
Loss on disposition of assets		(15,859,990	)		—
Other income (expense)
Interest expense		(1,135,202	)		(1,520,001	)
Interest income		10,034			-			29,081			-
Total other expense		(16,995,192	)		(1,510,620	)
Interest expense		(1,520,742	)		(1,927,580	)		(4,547,497	)		(3,129,983	)
Loss from continuing operations		(17,453,762	)		(2,218,927	)
Total non operating expense		(1,510,708	)		(1,927,580	)		(4,518,416	)		(3,129,983	)
Income (loss) from discontinued operations		6,685,344			(317,761	)
Loss from continuing operations		(1,880,556	)		(2,438,014	)		(6,949,431	)		(4,921,569	)
Net loss and comprehensive loss	$	(10,768,418	)	$	(2,536,688	)
Income (loss) from discontinued operations		-			32,722			-			(40,323	)
Net loss per share-Basic and diluted	$	(0.006	)	$	(0.002	)
Net loss and comprehensive loss	$	(1,880,556	)	$	(2,405,292	)	$	(6,949,431	)	$	(4,961,892	)
Average number of shares of common stock outstanding		1,603,095,243			1,599,095,027
Net loss per share-Basic and diluted	$	(0.001	)	$	(0.096	)	$	(0.004	)	$	(0.203	)
Average number of shares of common stock outstanding		1,599,095,027			24,972,565			1,599,095,027			24,439,598

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 6~~ 2

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED StatementS of stockholders’ DEFICIT

(Unaudited)

					Additional		~~Additional~~
	Common				~~Preferred~~Paid In		~~Paid In~~Accumulated			~~Accumulated~~
	Shares		Amount		~~Stock~~Capital		~~Capital~~Deficit			~~Deficit~~Total			~~Total~~
Balance, December 31, 2021		1,599,095,027	$	1,599,095	$	1,348	$	10,473,261		$	(15,747,021	)	$	(3,674,665	)
Balance, December 31, 2022		1,603,095,243	$	1,603,095	$	10,549,265	$	(28,886,831	)	$	(16,734,471	)
Net loss for the period		-—		-—		-(100)		-(10,768,418	)		(610,~~949~~768,~~431~~518	)		~~(6,949,431~~	)
Balance, September 30, 2022		1,599,095,027	$	1,599,095	$	1,348	$	10,473,261		$	(22,696,452	)	$	(10,624,096	)
Balance, March 31, 2023		1,603,095,243	$	11,603,095	$	10,549,165	$	(39,655,249	)	$	(27,502,989	)

					Additional			~~Additional~~
	Common				~~Preferred~~Paid In			~~Paid In~~Accumulated			~~Accumulated~~
	Shares		Amount		~~Stock~~Capital			~~Capital~~Deficit			~~Deficit~~Total			~~Total~~
Balance, December 31, 2020		23,472,565	$	23,472	$	93		$	1,302,977		$	(1,484,442	)	$	(157,900	)
Balance, December 31, 2021		1,599,095,027	$	1,599,095	$	10,473,261		$	(15,747,021	)	$	(3,674,665	)
Beginning balance		23,472,565	$	23,472	$	93		$	1,302,977		$	(1,484,442	)	$	(157,900	)
Net loss for the period		—		—		—			(2,536,688	)		(2,536,688	)
Cancellation of Series A Preferred		-		-		(93	)		93			-			-
Balance, March 31, 2022		1,599,095,027	$	1,599,095	$	10,473,261		$	(18,283,709	)	$	6,211,353
Common issued for Series B Preferred transfer		1,500,000		1,500		-			(1,500	)		-			-
Conversion of debt to Series D Preferred		-		-		-			667,984			-			667,984
Series E Preferred issued for assets		-		-		-			4,225,061			-			4,225,061
Series G Preferred issued for subscriptions sold		-		-		-			4,600,000			-			4,600,000
Equity portion on convertible debt issued		-		-		-			880,000			-			880,000
Net loss for the period		-		-		-			-			(4,961,892	)		(4,961,892	)
Balance, September 30, 2021		24,972,565	$	24,972	$	-		$	11,674,615		$	(6,446,334	)	$	5,253,253
Ending balance		24,972,565	$	24,972	$	-		$	11,674,615		$	(6,446,334	)	$	5,253,253

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 7~~ 3

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED StatementS of cash flows

(unaudited)

	September 30, 2022			September 30, 2021
	For the Three Months Ended
	For the Nine Months Ended
	March 31, 2023			March 31, 2022
	September 30, 2022			September 30, 2021
Cash flows from operating activities:
Cash Flows from operating activities:
Net loss from continuing operations for the period	$	(17,453,762	)	$	(2,218,927	)
Net loss for the period	$	(6,949,431	)	$	(4,961,892	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortized interest		2699,~~000,051~~516			~~372~~652,~~177~~933
Amortization		~~242,481~~—			~~140,826~~—
Fair value of Warrant issued for services		~~9,000~~—			-9,000
Foreign exchange on notes payable		-			312
Loss on disposal of assets		15,874,921			—
Loss on disposal of assets		52,668			17,147
Changes in assets and liabilities:
Accounts payable and accruals		2673,~~676,783~~343			~~628~~354,~~104~~976
Payment of lease liability		~~(167,046~~—	)		~~40,729~~—
Accounts receivable		~~64,264~~—			~~(136,500~~—	)
Due from related party		~~737,917~~—			~~(276,970~~—	)
Prepaid expenses		(912,~~056~~722	)		(613,~~331~~317	)
Net cash used in operating activities		(1193,~~342,369~~260	)		(41,~~182~~188,~~398~~701	)
Cash Flows from investing activities:
Cash flows from investing activities:
Purchases of equipment, intangible assets and goodwill		~~(97,609~~—	)		(1430,~~462,531~~427	)
Funds advanced for note receivable		~~(58,874~~—	)		-(51,517	)
Net cash used in investing activities		~~(156,483~~—	)		(1481,~~462,531~~944	)
Cash Flows from financing activities:
Cash flows from financing activities:
Proceeds from convertible and subordinate notes sold	$	1240,~~452,~~000		$	16810,~~230,~~000
Shares subscribed but not issued		-			4,600,000
Net cash provided by financing activities		240,000			810,000
Net cash provided by financing activities		1,452,000			20,830,000
Cash flows from continuing operations		46,740			(460,645	)
Net (decrease) increase in cash		(46,852	)		2,185,071
Cash flows from discontinued operations:
Cash, beginning of period		55,656			9,491
Net cash provided by (used in) operating activities		(46,147	)		474,446
Cash, end of period	$	8,804		$	2,194,562
Net cash used in investing activities		—			(14,514	)
Cash flows from discontinued operations		(46,147	)		459,932
Net (decrease) increase in cash		593			(713	)
Cash, beginning of period		—			729
Cash, end of period	$	593		$	16
SUPPLEMENTAL DISCLOSURE
Interest paid	$	~~529,786~~—		$	1453,~~139,292~~750
Taxes paid	$	-—		$	-—

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

~~Form 10-Q – Q2 Madison Technologies Inc. Page 8~~ 4

MADISON TECHNOLOGIES INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~September 30~~March 31, 2022

Note 1 Nature of Operations

~~Our~~Madison Technologies Inc. (“Madison” or the “Company” ~~was~~or “we” or “us” or “our”) was incorporated on June 15, 1998 in the State of Nevada, ~~USA~~ and our shares of common ~~shares~~stock, ~~are~~par ~~publicly~~value ~~traded~~$0.001 per share (“Common Stock”), are quoted on the Experts Market tier of the over-the-counter market operated by OTC Markets ~~OTCQB~~, Inc.

We~~, through~~ ~~our~~are ~~wholly-owned~~seeking ~~subsidiary~~to create, ~~Sovryn~~develop ~~Holdings,~~and ~~Inc.~~launch BlockchainTV (“~~Sovryn~~BCTV”), ~~acquired~~the ~~three un~~first-~~affiliated Class A/LPTV TV. Each licensed TV station can broadcast between 10 and 12 channels over~~to-~~the-air,~~market 24 ~~hours per day~~/7 ~~days~~television ~~per~~broadcast ~~week.~~and Instreaming ~~2021,~~communications wenetwork ~~generated revenue~~designed ~~by leasing channels~~ to ~~third~~bring ~~parties~~the onmost ~~KNLA/KNET,~~up-to-date acrypto ~~Class~~information Aand ~~television~~entertainment ~~station~~to inthe ~~Los~~masses ~~Angeles, KVVV, a low power television station~~ in ~~Houston~~the U.S. and ~~KYMU-LD,~~around athe ~~low power television station in Seattle~~world.

On November 15, 2021, we sold our wholly owned subsidiary, CZJ License Inc. for $250,000.

During August 2021, our shareholders approved to amend and restate our Articles of Incorporation to increase our authorized common stock from 500,000,000 shares to 6,000,000,000 shares.

Note 2 Going Concern

The accompanying ~~consolidated~~condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, ~~2021~~2022, we generated no revenues from continuing operations, incurred a net loss of $1413,~~262~~139,~~579~~810 and as of December 31, 2022, had a working capital deficit and an accumulated deficit of $413,~~373~~860,~~271~~314 and $1528,~~747~~886,~~021~~831, respectively~~, at December 31, 2021~~. We have not yet made the $0.4 million interest payments on the Notes held by Arena Partners LP that were due on April 1, 2022, July 1, 2022 and October 1, 2022, and we are currently in discussions with Arena Capital LP on a plan of forbearance. It is management’s opinion that these matters raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of this report. Our ability to continue as a going concern is dependent upon management’s ability to ~~obtain a plan of forbearance, further implement our business plan and~~ raise additional capital as needed from the sales of stock or debt and further implement our business plan. The accompanying condensed consolidated financial statements do not include any adjustments that might be required should we be unable to continue as a going concern.

Note 3 Summary of Significant Accounting Policies

Use of estimates

The preparation of the ~~consolidated~~condensed ~~interim~~ consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial ~~statements~~ statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 9~~ 5

Consolidation

The accompanying ~~consolidated~~condensed consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, ~~Sovryn~~Blockchain.tv, ~~Holdings~~ Inc. and ~~CZJ License~~SovRryn Holdings Inc. ~~CZJ License Inc~~(“Sovryn”). ~~was~~Sovryn is consolidated up until itJanuary ~~was~~31, ~~sold~~2023 onand ~~November~~recognized ~~15,~~as ~~2021.~~a discontinued operation. All the intercompany balances and transactions have been eliminated in the consolidation. ~~During the year ended December 31, 2021, the operations of CZJ License Inc. were consolidated into our operation and were designated as discontinued.~~

Interim Reporting

While the information presented in the accompanying interim three -month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, ~~2021~~2022 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction ~~with~~ with the Company’s December 31, ~~2021~~2022 annual financial statements. Operating results for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2022~~ 2023 are not necessarily indicative of the results that can be expected for the year ended December 31, ~~2022~~2023.

Segment reporting

We use “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by our chief operating decision maker for making operating decisions and assessing performance as the source for determining our reportable segments. Our chief operating decision maker is our chief executive officer, who reviews ~~operating results to make decisions about allocating resources and assessing our entire performance. We did not report any segment~~ information ~~since~~ weon ~~primarily~~an ~~generates~~aggregated ~~sales from its television stations~~basis.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Revenue recognition

We adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in advance, arrears and/or are prepaid. The performance obligation is the monthly services rendered. At ~~the~~March ~~moment~~31, 2023, we have one main revenue source, which is the leasing of television channels. Where there is a leasing contract ~~for~~ for channels, we bill monthly for our services as rendered. Where there is no contract, the revenue is recognized as provided.

We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
●	determine the transaction price;
●	allocate the transaction price to performance obligations in the contract; and
●	recognize revenue as the performance obligation is satisfied.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 10~~ 6

Advances from ~~Client’s~~client deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from ~~Client’s~~client deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract.

Accounts receivables

Trade accounts receivable are stated at the amount we expect to collect. Management considers the following factors when determining the collectability of specific customer accounts: customer credit worthiness, past transaction history, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on the management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of September 30, 2022, our allowance for doubtful accounts receivable was $31,500.

Operating leases

In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We adopted the new standard April 19, 2021. We have elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less.

Intangible assets

Intangible assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports.

Equipment

Equipment represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded at cost and depreciated over their estimated useful lives.

Form 10-Q – Q2 Madison Technologies Inc. Page 11

Website development costs

We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales.

Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets we hold and use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

Concentration of credit risk

We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.

Financial instruments

Our financial instruments consist principally of ~~cash,~~ accounts payable, accrued liabilities and notes payable. The carrying amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent with market terms. It is the management’s opinion that we are not exposed to any significant currency or credit risks arising from these financial instruments.

Fair value measurements

We follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

Form 10-Q – Q2 Madison Technologies Inc. Page 12

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. All financial instruments approximate their fair value.

	Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
	Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
	Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Convertible Notes with Fixed Rate Conversion Options

We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the ~~Note~~note date with a charge to interest ~~expense~~ expense in accordance with ASC 480 –- “Distinguishing Liabilities from Equity”.

Derivative Liabilities

We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise ~~date~~ date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

Loss per share

Net Loss Per Share

Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss). Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of ~~September 30~~March 31, 2023 and 2022, no options were outstanding and ~~231~~286,173,016 and 203,673,016 warrants were outstanding and exercisable, respectively. Additionally, as of ~~September~~March 3031, 2023 and 2022, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $22,154,828 and $19,~~874~~383,~~163~~713, respectively, and was convertible into 1,~~014~~187,~~123~~237,~~286~~384 and 951,018,661 shares of Common Stock, respectively. We issued shares of preferred stock (“Preferred Stock”) that may be converted into our Common Stock. Of the outstanding shares of Preferred Stock as of ~~September~~March 3031, ~~2022~~2023, as applicable, Series A Preferred Stock was convertible into 318,056,580 shares of Common Stock, Series D Preferred Stock was convertible into 155,000,000 shares of Common ~~shares~~Stock, Series E-1 Preferred Stock was convertible into 1,152,500,000 shares of Common ~~shares~~Stock and Series H Preferred Stock was convertible into 39,895,000 ~~Common~~ shares of Common Stock. The total potentially dilutive shares calculated are 3,138,861,880 and 2,~~592~~501,~~691~~586,~~302~~677 as of March 31, 2023 and 2022, respectively. It should be noted that contractually the limitations on the third-party notes (and the related warrants) limit the number of shares converted tointo either 4.99% or 9.99% of the then outstanding shares. As of ~~September~~March 3031, ~~2022,~~2023 and ~~2021~~2022, potentially dilutive securities consisted of the following:

Schedule of Potentially Dilutive Securities

	September 30, 2022		September 30, 2021
	March 31, 2023		March 31, 2022
Warrants		~~231~~286,173,016		~~192~~203,~~073~~673,~~017~~016
Convertible Preferred Stock		1,~~347~~665,~~395~~451,~~000~~580		1,~~574~~346,~~573~~895,~~017~~000
Convertible debt		1,~~014~~187,~~123~~237,~~286~~384		~~835~~951,~~839~~018,~~600~~661
Total		23,~~592~~136,~~691~~861,~~302~~880		2,~~602~~501,~~584~~586,~~634~~677

~~Form 10-Q – Q2 Madison Technologies Inc. Page 13~~ 8

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that we hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Credit losses

In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We are currently assessing the impact of the adoption of this ASU on its financial statements.

Related Party Transactions

We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: (a) our affiliates; (b) entities for which investments in their equity securities would be required, ~~absent~~ absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit sharing trusts ~~that~~ that are managed by or under the trusteeship of management; (d) our principal owners; e©) our management; (f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the condensed consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Form 10-Q – Q2 Madison Technologies Inc. Page 14

Discontinued operations

Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results.

Income taxes

We follow the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding our future profitability, the future tax benefits of its losses have been fully reserved.

Recently Issued Accounting Pronouncements

We adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date.

~~In May~~We ~~2021,~~do ~~the~~not ~~FASB~~believe ~~issued~~that ~~ASU~~any ~~2021-04,~~recently ~~Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock~~issued ~~Compensation~~but ~~(Topic~~not ~~718),~~yet ~~and~~effective ~~Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s~~ accounting ~~for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities~~pronouncements, ~~for~~if ~~fiscal years beginning after December 15~~adopted, ~~2021,~~would ~~including~~have ~~interim~~a ~~periods~~material ~~within~~effect ~~those~~on ~~fiscal years. Early adoption is permitted. We are currently evaluating~~ the ~~impact~~accompanying ~~this~~condensed ~~new guidance will have on its~~ consolidated financial statements.

~~We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.~~ 9

Note 4 ~~Notes~~2 ~~Receivable~~Accounts Payable and Accrued Liabilities

~~Schedule~~Accounts payable and accrued liabilities ofare ~~Notes~~summarized ~~Receivable~~below:

	September 30, 2022		December 31, 2021
	March 31, 2023		December 31, 2022
Secured note – Top Dog Productions Inc.	$	527,624	$	468,750
Accounts payable	$	385,797	$	371,987
Convertible note – ZA Group		250,000		250,000
Accrued expenses		293,210		174,078
Prepaid expenses		9,288		24,042
Accrued interest		281,988		195,334
Accrued interest		30,622		6,811
Total	$	960,994	$	741,399
Total Notes Receivables	$	817,534	$	749,603

~~On September~~Note 9,3 ~~2021,~~Derivative we entered into a secured one-year promissory note with Top Dog Productions Inc. We agreed to lend an aggregate principal sum of up to $2,000,000 that accrues at a rate of 5% per annum. The principal and interest amount of the note may be prepaid in whole or in part at any time, without penalty nor premium. Accrued interest is $19,626 at September 30, 2022. We are seeking to close the acquisition of Top Dog Productions Inc. in 2022 and extend the note’s maturity by approximately one year.Liability

OnWe ~~November~~incur ~~15,~~a ~~2021,~~derivative weliability ~~entered~~when ~~into~~we aissue ~~$250,000~~warrants ~~convertible~~in ~~promissory~~connection ~~note~~ with ZAthe ~~Group~~sale ~~Inc~~of notes payable. ~~for~~Management has determined that the ~~sale~~daily closing price of ~~its~~our ~~wholly~~Common ~~owned~~Stock ~~subsidiary, CZJ~~is ~~License~~not ~~Inc.~~a ~~The~~reliable ~~note~~factor ~~accrues~~for atdetermining athe ~~rate~~value of 5%the ~~per~~warrants ~~annum.~~and ~~The~~corresponding derivative ~~principal~~liability ~~and~~on ~~accrued~~the ~~interest~~basis ofthat (i) the ~~note~~total ~~receivable~~volume ~~will~~of beour ~~due~~Common ~~and payable~~Stock ontraded ~~November~~is 5approximately 3,700,000 shares since January 1, 2023, representing 0.2% Atof ~~any~~our ~~time~~outstanding ~~after~~shares ~~180~~and ~~days~~(ii) ~~following~~since July 2022 through the date of ~~the~~this ~~note~~Quarterly ~~receivable,~~Report on weform ~~may~~10-Q, ~~convert~~our ~~all~~Common orStock ~~any~~is ~~part~~listed of on the ~~outstanding~~OTC ~~and~~Expert ~~unpaid~~Market ~~amount~~that limits visibility of ~~the~~our ~~note~~Common ~~into~~Stock ~~fully~~to ~~paid~~investors. ~~and~~Valuation methods ~~non~~such at Black-~~assessable~~Scholes ~~shares~~rely ofon ~~common~~daily ~~stock~~closing ofprices ZAand ~~Group~~their ~~Inc~~volatility. atAs a ~~fixed~~better ~~conversion~~representation of value, management used a share price of $0.~~005~~018 per share. ~~Accrued~~to ~~interest~~determine isthe ~~$10,586~~derivative atliability ~~September~~from 30warrants issued through December 31, 2022, which was the per share price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred Stock on November 2, 2021. For warrants issued since January 1, 2023, management used a $0.000 price to determine the derivative liability given the absence of trading volume and our financial condition.

~~Form~~For ~~10-Q~~the –three Q2months ~~Madison~~ended ~~Technologies~~March ~~Inc.~~31, ~~Page~~2023, our 15derivative liability was as follows:

~~Note 5~~Schedule -of ~~Intangible~~Derivative ~~Assets~~Liability

Our Federal Communication Commission Licenses (“FCC”) and domain name are considered indefinite-lived intangible assets that are not amortized, but instead are tested at least annually for impairment. The Market Advantage intangible asset is being amortized on a straight-line basis over 94 months from the acquisition date. Amortization expense for the three months ended September 30, 2022 and 2021 was $1,878 and $1,878, respectively and $5,634 and $2,504 for the nine months ended September 30, 2022 and 2021.

	March 31, 2023
Balance at January 1, 2023	$	4,429,329

Liability for Warrants issued		—

Balance at March 31, 2023	$	4,429,329

~~Schedule~~In the three months ended March 31, 2023, we issued warrants to purchase up to 40,000,000 shares of ~~Intangible~~Common ~~Assets~~Stock at $0.02 per share.

	September 30, 2022
	Cost		Amortization		Net
Domain Name	$	172,427	$	-	$	172,427
Market Advantage		58,843		10,016		48,827
FCC Licenses		10,159,063		-		10,159,063
	$	10,390,333	$	10,016	$	10,380,317

Note 4 Promissory Notes

~~Future~~On December 28, 2021, we issued a $500,000 ~~amortization~~promissory ~~expense~~note that bears interest at 12% per annum and matures on March 31, 2023. In connection with such issuance, we issued 500,000 warrants that expire on December 31, 2023 and may be converted in shares of our Common Stock on or after June 26, 2022 at a price of $0.025 per share. We estimate the ~~intangible~~value ~~assets~~such iswarrant to be approximately $9,000, based on a value of $0.018 per share of our Common Stock as ~~follows:~~of December 28, 2021. The promissory note is subordinate to the convertible notes having an aggregate principal amount of $16.5 million (collectively, the “Notes”), which we issued to funds affiliated with Arena Investors, LP (collectively, the “Investors”). As of March 31, 2023, $500,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

~~Schedule of Future Amortization Expenses of Intangible Assets~~ 10

For the Twelve Months Ending September 30,
2023	$	7,512
2024		7,512
2025		7,512
2026		7,512
2027		7,512
Thereafter		11,267
Total	$	48,827

On January 14, 2022, we issued an unsecured $150,000 note payable with $15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortize over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of March 31, 2023, $120,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

~~Note~~On 6January ~~Goodwill~~14, 2022, we issued an unsecured $150,000 note payable with $15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortized over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of March 31, 2023, $135,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

AsOn April 27, 2022, we issued a $125,000 unsecured note payable that has a $12,500 original issue discount and matured on December 31, 2022. In connection with such issuance, we issued the noteholder a warrant to purchase up to 2,500,000 shares of our Common Stock at $0.025 per share that is exercisable starting September 3115, 2022 and until April 15, 2024. We estimate the total value of such warrants to be $45,000, based on a $0.018 price per share of our Common Stock that we ~~carry~~treat ~~goodwill~~as ~~for~~a debt discount and amortize over the ~~following~~term ~~television~~of ~~station~~the ~~asset~~note. ~~purchases~~As ~~made~~of March 31, 2023, $125,000 in ~~2021:~~note principal is outstanding. We have not yet repaid the noteholder and are in default.

~~Schedule~~Note of5 ~~Goodwill~~Convertible ~~Asset~~Notes ~~Purchase~~ Payable

KNLA - KNET acquisition	$	977,059
KVVV acquisition		613,097
KYMU acquisition		225,966
Total	$	1,816,122

Our convertible notes payable, all of which are current liabilities, are as follows as of:

Note 7 Equipment

Schedule of Equipment

	Useful Life	Cost		Accumulated Depreciation			Net
Transmitter	10 years	$	854,059	$	(115,420	)	$	738,638
Antenna	10 years		283,029		(37,936	)		245,093
Tech Equipment	5 years		446,155		(106,591	)		339,564
Office Equipment	5 years		7,389		(1,970	)		5,419
Microwave	5 years		22,065		(6,436	)		15,629
		$	1,612,697	$	(268,353	)	$	1,344,344

Depreciation expense was $52,339 and ($78,440) for the three months ended September 30, 2022 and 2021, respectively, and $156,517 and $66,065 for the nine months ended September 30, 2022 and 2021, respectively. During the three months ended September 30, 2021, we received an independent third party valuation of the equipment we acquired as part of the television asset purchases and we reduced the carrying value of the acquired equipment and related depreciation in that three-month period.

Form 10-Q – Q2 Madison Technologies Inc. Page 16

Note 8 Right of Use Assets

We have six operating leases ranging from a period of 80 months to a period of 332 months. The annual interest rate used was 15%. As at September 30, 2022, the remaining right of use assets are as follows:

Schedule of Remaining Right of Use Assets

	Term				Accumulated
	(in months)		Amount		Amortization		Net
Tower Lease 1		168.5	$	547,663	$	54,923	$	492,740
Tower lease - 2		88		244,079		41,545		202,534
Tower lease - 3		329		233,043		8,348		224,695
Generator lease		168.5		109,507		10,982		98,525
Studio lease - 1		214.5		280,084		20,324		259,670
Studio lease - 2		77		49,561		7,165		42,396
			$	1,463,937	$	143,287	$	1,320,650

The remaining lease liability at September 30, 2022 was $1,466,584. The current portion of the lease liability was $0 and the non-current portion of the lease liability was $1,466,584.

Schedule of Remaining Lease Liability

2022	$	56,833
2023		231,120
2024		239,780
2025		253,163
2026		261,433
Remaining		3,219,115
Lease obligations, net		4,261,445
Amount representing interest		2,794,861
Remaining lease liability		1,466,584
Less current portion		-
Non-current lease obligation	$	1,466,584

Note 9 Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of December 31 are summarized below:

Schedule of Accounts Payable and Accrued Liabilities

	September 30, 2022		December 31. 2021
Accounts payable	$	1,151,618	$	659,219
Customer deposits		62,563		78,812
Accrued expenses		61,698		38,238
Accrued interest		171,457		15,533
Total	$	1,447,336	$	791,802

On June 10, 2022, we entered into an agreement with a third party pursuant to which we received $125,000 in cash that we repay daily at $1,837 per diem until we have paid $183,750 in total. As of September 30, 2022, included in accounts payable is the $45,938 remaining balance owed and included in accrued expenses is $14,688 financing fee that is being amortized over the term of the agreement.

On July 28, 2022, we entered into an agreement with a third party pursuant to which we received $125,000 in cash that we repay daily at $1,562 per diem until we have paid $187,375 in total. As of September 30, 2022, included in accounts payable is the $118,647 remaining balance owed and included in accrued expenses is $39,504 financing fee that is being amortized over the term of the agreement.

On September 13, 2022, we entered into an agreement with a third party pursuant to which we received $25,000 in cash that we repay daily at $1,499 per diem until we have paid $44,970 in total. As of September 30, 2022, included in accounts payable is the $25,483 remaining balance owed and included in accrued expenses is $8,483 financing fee that is being amortized over the term of the agreement.

Form 10-Q – Q2 Madison Technologies Inc. Page 17

Note 10 Securities Exchange Agreements

Sovryn Holdings, Inc.

We entered into a Securities Exchange Agreement on February 16, 2021 with Sovryn, a Delaware corporation and acquired 100% of the shares of Sovryn in exchange for i) 100 shares of our Series B Preferred Stock to be transferred by Jeffrey Canouse, our CEO at the time, to a designee of Sovryn and ii) 1,000 shares of Series E Preferred Stock. Upon the effectiveness of an amendment to out Articles of Incorporation to increase our authorized common stock, from par value $0.001 to par value $0.0001 per share, from 500,000,000 shares to 6,000,000,000 shares, all shares of Series E Preferred Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000 shares of our Common Stock. The Series E Preferred Stock votes on an as-converted basis with our Common Stock prior to their conversion. The Series E Preferred Stock represented approximately 59% of the fully diluted shares of our Common Stock after the closing of the transactions contemplated by the Securities Purchase Agreement. The valuation for the Preferred Series E shares was determined to be $4,225,062 based on the market value of our shares we exchanged at the date the transaction. The transaction was recorded as an asset purchase and we recorded goodwill of $4,224,962 which was based on the market value of our shares exchanged at the date of the transaction.

Note 11 Asset Purchase

On April 19, 2021, pursuant to a February 17, 2021 asset purchase agreement, Sovryn paid a total of $10,182,534 to acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations (“the Los Angeles Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Los Angeles Stations.

The following table shows the estimated fair values of the Los Angeles Stations’ assets acquired and liabilities assumed at the April 19, 2021 purchase date:

Schedule of Asset Acquisitions

ASSETS ACQUIRED
Transmitter equipment	$	576,944
Technical equipment		183,841
Antenna systems		128,562
Microwave equipment		22,065
Total tangible assets acquired		911,412
Total liabilities assumed		-
NET TANGIBLE ASSETS ACQUIRED	$	911,412
INTANGIBLE ASSETS ACQUIRED
FCC licenses		8,294,063
Transmitter site leasehold
Goodwill		977,059
INTANGIBLE ASSETS ACQUIRED		9,271,122
NET ASSETS ACQUIRED	$	10,182,534

On June 1, 2021, pursuant to a March 14, 2021 an asset purchase agreement, Sovryn paid a total of $1,500,000 to acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the KVVV-LD low power television station (“the Houston Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Houston Station.

Form 10-Q – Q2 Madison Technologies Inc. Page 18

The following table shows the estimated fair values of the Houston Station’s assets acquired and liabilities assumed at the June 1, 2021 purchase date:

ASSETS ACQUIRED
Transmitter equipment	$	107,141
Technical equipment		71,399
Antenna systems		112,211
Furniture and equipment		7,389
Total tangible assets acquired		298,140
Total liabilities assumed		-
NET TANGIBLE ASSETS ACQUIRED	$	298,140
INTANGIBLE ASSETS ACQUIRED
FCC licenses		530,000
Transmitter site leasehold		58,763
Goodwill		613,097
INTANGIBLE ASSETS ACQUIRED		1,201,860
NET ASSETS ACQUIRED	$	1,500,000

On September 24, 2021, pursuant to a March 29, 2021 an asset purchase agreement, Sovryn paid a total of $1,864,920 to acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the KYMU-LD low power television station (“the Seattle Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Seattle Station.

The following table shows the estimated fair values of the Seattle Station’s assets acquired and liabilities assumed at the September 24, 2021 purchase date:

ASSETS ACQUIRED
Transmitter equipment	$	169,974
Technical equipment		91,274
Antenna systems		42,256
Microwave equipment		-
Total tangible assets acquired		303,954
Total liabilities assumed		-
NET TANGIBLE ASSETS ACQUIRED	$	303,954
Goodwill
INTANGIBLE ASSETS ACQUIRED
FCC licenses		1,335,000
Goodwill		225,966
INTANGIBLE ASSETS ACQUIRED		1,560,966
NET ASSETS ACQUIRED	$	1,864,920

Form 10-Q – Q2 Madison Technologies Inc. Page 19

Note 12 Note Payable

On December 28, 2021, we sold a $500,000 promissory note that bears interest at 12% per annum and matures on April 5, 2022, as amended. In connection with the note sale, we issued 500,000 Warrants that expire on December 31, 2023 and may be converted in shares of our Common Stock starting June 26, 2022 at a price of $0.025 per share. We estimate the value the Warrant to be approximately $9,000, based on a value of $0.018 per share of our Common Stock as of December 28, 2021.The promissory note is subordinate to the Notes we issued to the Investors. As of September 30, 2022, $500,000 in note principal is outstanding.

On January 14, 2022, we sold an unsecured $150,000 note payable with $15,000 in fees payable upon the April 5, 2022 maturity that we treated as deferred financing fees and amortize over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of September 30, 2022, $120,000 in note principal is outstanding.

On January 14, 2022, we sold an unsecured $150,000 note payable with $15,000 in fees payable upon the April 5, 2022 maturity that we treated as deferred financing fees and amortized over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of September 30, 2022, $135,000 in note principal is outstanding.

On April 27, 2022, we sold a $125,000 unsecured note payable that has a $12,500 original issue discount and matures on December 31, 2022. In connection with the note sale, we issued the noteholder a Warrant to purchase a total of 2,500,000 shares of our Common Stock at $0.025 per share, on a cashless exercise basis, that is exercisable starting September 15, 2022 and until April 15, 2024. We estimate the total value of the Warrants to be $45,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2022, $125,000 in note principal is outstanding.

Note 13 Convertible Notes Payable

Our convertible notes payable are as follows as of:

Schedule of Convertible Notes Payable

		September 30, 2022		December 31, 2021
		March 31, 2023		December 31, 2022
Senior Secured	[a]	$	16,500,000	$	16,500,000
Series 1	(a)		1,050,000		1,050,000
Series 1	[b]		1,050,000		850,000
Series 2	(b)		470,000		250,000
Series 2	[c]		250,000		-
Series 3	(c)		208,000		208,000
Series 3	[d]		275,000		-
Series 4	(d)		220,000		550,000
Series 4	[e]		220,000		-
Series 5	(e)		542,500		192,500
Series 5	[f]		192,500		-
Series 6	(f)		55,000		55,000
Series 6	[g]		55,000		-
Principal outstanding			2,545,500		2,305,500
Total			18,542,500		17,350,000
Less discount			262,203		426,094
Less current portion			2,042,500		850,000
Principal outstanding, net		$	2,283,297	$	1,879,406
Long term portion		$	16,500,000	$	16,500,000

[a] On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $16,500,000 for an aggregate purchase price of $15,000,000 (collectively, the “Notes”). In connection with the issuance of the Notes, we issued to the Investors Warrants to purchase an aggregate of 192,073,017 shares of our Common Stock (collectively, the “Warrants”) and 1,000 shares of Series F Preferred Stock that convert into 192,073,017 shares of our Common Stock (the “Series F Preferred Stock”). The Warrants and Series F Preferred Stock were each valued at $864,000 based on a $0.0045 price per share of our Common Stock and treated as a debt discount this is amortized over the term of the Notes. 11

~~Form~~(a) ~~10-Q~~Series –1: Q2We ~~Madison~~issued ~~Technologies~~a ~~Inc~~total of $1,050,000 in subordinated convertible notes that bear interest at 6% per annum, matured on December 31, 2022 and may be converted at the noteholder’s option at any time into shares of our Common Stock at a fixed price of $0.021 ~~Page~~per 20share. We have not yet repaid the noteholders and are in default.

~~The Notes~~(b) ~~have~~Series a2: ~~term~~On January 6, 2022, we issued to one of ~~thirty-six~~our ~~months~~shareholders a $250,000 unsecured note payable that bears interest at 12% per annum and ~~mature~~matured on ~~February~~April 176, ~~2024,~~2022. ~~unless~~In ~~earlier~~connection ~~converted.~~with ~~The~~such ~~Notes~~issuance, ~~accrue~~we ~~interest~~issued atthe noteholder a ~~rate~~ warrant to purchase up to 6,250,000 shares of ~~11%~~our Common Stock at $0.021 per ~~annum~~share at any time starting July 1, ~~subject~~2022 toand ~~increase~~ending July 1, 2024. We estimate the value of the warrant to ~~20%~~be ~~per~~$112,500, ~~annum~~based ~~upon~~on ~~default~~a $0.018 ~~Interest~~price isper ~~payable~~share inof ~~cash~~our onCommon Stock that is treated as a ~~quarterly~~debt ~~basis~~discount ~~beginning~~to onbe ~~March 31,~~amortized ~~2021~~over the term of the note. ~~Notwithstanding~~We have not yet repaid the ~~above~~noteholder and are in default. On January 14, at2022, we issued to one of our ~~election~~shareholders a $25,000 ~~any~~unsecured ~~interest~~note payable that bears interest at 12% per annum and matured on anApril ~~applicable~~6, ~~payment~~2022. ~~date~~In ~~may~~connection bewith ~~paid~~such inissuance, ~~registered~~we issued the noteholder a warrant to purchase up to 600,000 shares of our Common Stock inat an$0.021 ~~amount~~per ~~equal~~share ~~(A)~~at ~~the~~any ~~amount~~time ofstarting ~~the~~July ~~interest~~1, ~~payment~~2022 ~~due~~and onending ~~such~~July ~~date~~1, ~~divided~~2024. byWe ~~(B)~~estimate anthe ~~amount~~value ~~equal~~of the warrant to ~~80% of~~be ~~the~~$10,800, ~~average~~based ~~volume-weighted~~on ~~average~~a $0.018 price per share of our Common Stock ~~for~~that ~~the~~we ~~five~~treated ~~(5)~~as ~~days~~a ~~immediately~~debt ~~preceding~~discount to be amortized over the ~~date~~term of ~~conversion~~the note. At ~~September~~In ~~30,~~May 2022, ~~and~~we ~~December~~repaid ~~31,~~the ~~2021~~note. ~~accrued~~On ~~and~~February ~~unpaid~~17, ~~interest~~2022, ~~was~~we issued a $250,~~475,~~000 unsecured note payable that bears interest at 12% per annum and ~~$453~~matured on April 6,~~750,~~ ~~respectively~~2022. WeIn ~~have~~connection ~~not~~with ~~yet~~such ~~made~~ issuance, we issued the ~~$453,750~~noteholder ~~million~~a ~~interest~~warrant ~~payments~~to onpurchase ~~the~~up ~~Notes~~to ~~held~~1,250,000 byshares ~~Arena~~of ~~Partners~~our LPCommon ~~that~~Stock ~~were~~at ~~due~~$0.021 onper ~~April~~share 1,at ~~2022,~~any time starting July 1, 2022, and ~~October~~ ending July 1, ~~2022,~~2024. ~~and~~We weestimate ~~are~~the ~~currently~~value inof ~~discussions~~the ~~with~~warrant ~~Arena~~to ~~Capital~~be LP$22,500, based on a ~~plan~~$0.018 price per share of ~~forbearance~~our Common Stock that we treat as a debt discount that we amortized over the term of the note. In April 2022, we repaid the note.

(c) Series 3: On ~~September~~ 24February 15, ~~2021~~2022, ~~the~~we ~~Company~~issued ~~and~~two ~~the~~$137,500 ~~Investors~~unsecured ~~amended~~convertible ~~the~~notes ~~Notes~~payable ~~and~~bearing ~~related~~an ~~closing~~11.25% ~~documents,~~interest byrate ~~executing~~per ~~the~~annum ~~Limited~~that ~~Waiver~~matured ~~and First~~on ~~Amendment~~February ~~the~~23, ~~closing~~2023 ~~documents~~and ~~(“the~~have ~~amendment”).~~a ~~The~~$15,000 ~~amendment~~original ~~also~~issue ~~waived~~discount. ~~specified~~In ~~events~~connection ofwith ~~default.~~such ~~The~~issuances, ~~Notes are~~we ~~henceforth~~issued ~~convertible~~the atnoteholders ~~any~~warrants ~~time,~~to atpurchase ~~the~~up ~~holder’s~~to ~~option~~2,500,000 ~~into~~ shares of our Common Stock at ~~a price of~~ $0.0210 per share~~, subject~~ tothat ~~default~~are ~~event~~exercisable ~~adjustment. Notwithstanding the foregoing,~~ at any time ~~during~~until ~~the~~February ~~continuance of any Event of Default~~11, ~~the Conversion price in effect shall be equal to the alternate conversion price~~2027. IfWe atestimate ~~any time~~ the ~~conversion~~total ~~price as determined hereunder for any conversion would be less than the par~~ value of the ~~Common~~warrants ~~Stock,~~to ~~then at the sole discretion of the Holder, the conversion price hereunder may equal such par value for such conversion and the conversion amount for such conversion may~~ be ~~increased to include Additional Principal~~$90, ~~where~~000, ~~Additional~~based ~~Principal~~on ~~means~~a ~~such~~$0.018 ~~additional~~price ~~amount~~per toshare ~~be added to the principal amount~~ of ~~this~~our ~~Note~~Common toStock ~~the~~that ~~extent~~we ~~necessary~~treat toas ~~cause the~~a ~~number~~debt ofdiscount ~~conversion~~and ~~shares~~amortize ~~issuable~~over ~~upon such conversion to equal~~ the ~~same~~terms ~~number~~ of ~~conversion shares as would have been issued had~~ the ~~conversion~~notes ~~price~~along ~~not~~with ~~been adjusted by~~ the ~~Holder~~deferred tofinancing ~~the~~fees. ~~par~~The ~~value~~notes’ ~~price,~~principal ~~subject~~and tointerest ~~certain~~may ~~beneficial~~be ~~ownership~~converted ~~limitations (with~~into aour ~~maximum~~Common ~~ownership~~Stock ~~limit~~at ~~of 9~~$0.~~99%).~~02 ~~The~~per ~~conversion~~share. ~~price~~On isOctober ~~also~~25, ~~subject~~2022, tothe ~~adjustment~~noteholder ~~due~~converted ~~to certain events~~$67,000 ~~including~~and ~~stock dividends~~$13,004 ~~stock splits and in connection with our issuance~~ of ~~our~~note ~~Common~~principal ~~Stock~~and orinterest, ~~common~~respectively. ~~stock~~We ~~equivalents~~have atnot anyet ~~effective~~repaid ~~price per share lower than~~ the ~~conversion~~noteholders ~~price~~their ~~then~~outstanding inprincipal ~~effect.~~and Weinterest ~~may~~and ~~not~~are ~~redeem~~in ~~the Notes~~default.

~~As part~~(d) ofSeries ~~the~~4: ~~agreement~~On ~~with~~May ~~the~~5, ~~Investors~~2022, we issued ~~192,073,017~~a ~~Warrants.~~shareholder Ona ~~September~~convertible ~~24,~~subordinate ~~2021~~note totaling $110,000 wethat ~~and~~accrues ~~the~~interest ~~Investor~~at ~~amended~~12% ~~the~~per ~~warrant agreement~~annum ~~such~~and ~~that~~matured ~~each~~on ~~Warrant~~May is5, ~~exercisable~~2023. ~~for~~The anote ~~period~~may be converted into shares of ~~five~~our ~~(5)~~Common ~~years~~Stock ~~from~~at ~~the~~$0.02 ~~date~~per ofshare. In connection with such issuance, atwe anissued ~~initial~~the ~~exercise~~noteholder ~~price equal~~a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.~~025~~02 per share. We have not yet repaid the noteholders and are in default. On June 24, ~~that~~2022, iswe ~~adjusted~~issued toa convertible subordinate note totaling $~~0.020~~110,000 that accrues interest at 12% per ~~share~~annum ~~when~~and ~~interest~~matured ison ~~paid~~May ~~late~~5, ~~subject~~2023. toThe ~~certain~~note ~~beneficial~~may ~~ownership~~be ~~limitations (with~~converted ainto ~~maximum~~shares ~~ownership~~of ~~limit~~our ofCommon 9Stock at $0.~~99%)~~02 per share. ~~The~~In ~~exercise~~connection ~~price~~with issuch ~~also~~issuance, ~~subject~~we toissued ~~adjustment~~the ~~due~~noteholder a warrant to ~~certain~~purchase ~~events~~up to 5,000,000 ~~including~~shares ~~stock~~of ~~dividends, stock~~our ~~splits~~Common ~~and~~Stock ~~recapitalizations~~at $0.02 ~~The~~per ~~Holder~~share. ~~may~~We behave ~~eligible~~not ~~for~~yet ~~cashless~~repaid ~~exercise~~the noteholders and are in default.

The Series F Preferred Stock has no voting rights and shall convert into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon Common Shareholder Approval. The Series F Preferred Stock was converted and 192,073,017 common shares were issued on October 11, 2021. 12

The Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of shares of our Common Stock held by the Investors and their affiliates after such conversion or exercise does not exceed 9.99% of our then issued and outstanding shares of Common Stock.

(e)	Series 5: On May 5, 2022, we issued an $82,500 note payable that has a $7,500 original issue discount, matured on May 5, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 3,750,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $67,500, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of March 31, 2023 and December 31, 2022, $82,500 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On May 5, 2022, we issued a $110,000 note payable that has a $10,000 original issue discount and matured on May 5, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of March 31, 2023 and December 31, 2022, $110,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On October 14, 2022, we issued a $110,000 note payable that has a $10,000 original issue discount and matured on October 14, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of March 31, 2023 and December 31, 2022, $110,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On December 2, 2022, we issued a $220,000 note payable that has a $20,000 original issue discount and matured on October 14, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 10,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $180,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of March 31, 2023 and December 31, 2022, $220,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

(f)	Series 6: On September 16, 2022, we issued a $55,000 note payable that has a $5,000 original issue discount and matured on September 16, 2023 and bears interest at 12% per annum. The note may be converted into shares of our Common Stock at the lesser of $0.001 per share or at a 50% discount to the lowest closing price of our Common Stock within the past twenty days prior to a conversion. As of March 31, 2023 and December 31, 2022, $55,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default.

~~[b]~~On February ~~Series~~17, 1:2022, Wewe ~~sold~~issued a ~~total of~~ $150,~~050,~~000 inunsecured ~~subordinated convertible~~ note payable that ~~bear~~bears interest at 612% per annum, ~~mature~~and matured on ~~December~~April 316, 2022. In ~~and~~connection ~~may~~with bethe ~~converted~~note atsale, we issued the noteholder’s ~~option~~a atWarrant ~~any~~to ~~time~~purchase ~~into~~1,250,000 shares of our Common Stock at a$0.021 per ~~fixed~~share ~~price~~at any time starting July 1, 2022 and ending July 1, 2024. We estimate the value of the Warrant to be $22,500, based on a $0.~~021~~018 price per share of our Common Stock that we treat as a debt discount that we amortized over the term of the note. In April 2022, we repaid the note.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 21~~ 13

[c]	Series 2: On January 6, 2022, we sold one of our shareholders a $250,000 unsecured note payable that bears interest at 12% per annum and matures on April 6, 2022. In connection with the note sale, we issued the noteholder a Warrant to purchase 6,250,000 shares of our Common Stock, on a cashless exercise basis, at $0.021 per share at any time starting July 1, 2022 and ending July 1, 2024. We estimate the value of the Warrant to be $112,500, based on a $0.018 price per share of our Common Stock that is treated as a debt discount to be amortized over the term of the note. We have not yet repaid the noteholder. On January 14, 2022, we sold one of our shareholders a $25,000 unsecured note payable that bears interest at 12% per annum and matures on April 6, 2022. In connection with the note sale, we issued the noteholder a Warrant to purchase 600,000 shares of our Common Stock, on a cashless exercise basis, at $0.021 per share at any time starting July 1, 2022 and ending July 1, 2024. We estimate the value of the Warrant to be $10,800, based on a $0.018 price per share of our Common Stock that we treated as a debt discount to be amortized over the term of the note. In May 2022, we repaid the note. On February 17, 2022, we sold a $50,000 unsecured note payable that bears interest at 12% per annum and matures on April 6, 2022. In connection with the note sale, we issued the noteholder a Warrant to purchase 1,250,000 shares of our Common Stock, on a cashless exercise basis, at $0.021 per share at any time starting July 1, 2022, and ending July 1, 2024. We estimate the value of the Warrant to be $22,500, based on a $0.018 price per share of our Common Stock that we treat as a debt discount that we amortized over the term of the note. In April 2022, we repaid the note.
[d]	Series 3: On February 15, 2022, we sold two $137,500 unsecured convertible notes payable bearing an 11.25% interest rate per annum that mature on February 23, 2023 and have a $15,000 original issue discount. In connection with the note sales, we issued the noteholders Warrants to purchase a total of 2,500,000 shares of our Common Stock at $0.10 per share, on a cashless exercise basis, that are exercisable at any time until February 11, 2027. We estimate the total value of the Warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the terms of the notes along with the deferred financing fees. The notes’ principal and interest may be converted into our Common Stock at $0.02 per share.
[e]	Series 4: On May 5, 2022, we sold a shareholder a convertible subordinate note totaling $110,000 that accrues interest at 12% per annum and matures on May 5, 2023. The loan may be converted into shares of our Common Stock at $0.02 per share. In connection with the note sale, we issued the noteholder a Warrant to purchase 5,000,000 shares of our Common Stock at $0.02 per share. On June 24, 2022, we sold a convertible subordinate note totaling $110,000 that accrues interest at 12% per annum and matures on May 5, 2023. The note may be converted into shares of our Common Stock at $0.02 per share. In connection with the note sale, we issued the noteholder a Warrant to purchase 5,000,000 shares of our Common Stock at $0.02 per share.
[f]	Series 5: On May 5, 2022, we sold an $82,500 note payable that has a $7,500 original issue discount and matures on May 5, 2023 and bears interest at 12% per annum. In connection with the note sale, we issued the noteholder a Warrant to purchase a total of 3,750,000 shares of our Common Stock at $0.02 per share, on a cashless exercise basis, that is exercisable upon issuance and up through May 5, 2029. We estimate the total value of the Warrants to be $67,500, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2022, $82,500 in note principal is outstanding. On May 5, 2022, we sold an $110,000 note payable that has a $10,000 original issue discount and matures on May 5, 2023 and bears interest at 12% per annum. In connection with the note sale, we issued the noteholder a Warrant to purchase a total of 5,000,000 shares of our Common Stock at $0.02 per share, on a cashless exercise basis, that is exercisable upon issuance and up through May 5, 2029. We estimate the total value of the Warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2022, $110,000 in note principal is outstanding.
[g]	Series 6: On September 16, 2022, we sold a $55,000 note payable that has a $5,000 original issue discount and matures on September 16, 2023 and bears interest at 12% per annum. The note may be converted into shares of our Common Stock at the lessor of $0.001 per share or at a 50% discount to the lowest closing price of our Common Stock within the past twenty days prior to a conversion. As of September 30, 2022, $55,000 in note principal is outstanding.

Note 6 Senior Secured Notes

On February 17, ~~2022~~2021, we ~~sold~~entered into a ~~$50,000~~securities ~~unsecured~~purchase ~~note~~agreement ~~payable~~with ~~that~~the ~~bears~~Investors ~~interest~~pursuant atto ~~12%~~which ~~per~~we ~~annum~~issued ~~and~~the ~~matures~~Notes. The Notes are secured by a blanket lien on ~~April~~all 6of the Company’s assets and the shares of our Common Stock and Preferred Stock (the “Pledged Assets”) held by Philip Falcone, ~~2022~~FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust and Korr Value LP (the “Pledgors”), which shares may be voted by the Investors in the event of default. In connection with the ~~note~~issuance ~~sale~~of the Notes, we issued to the ~~noteholder~~Investors awarrants ~~Warrant~~ to purchase 1an aggregate of 192,~~250~~073,~~000~~017 shares of our Common Stock (collectively, onthe a“Warrants”) ~~cashless~~and ~~exercise basis~~1, at000 ~~$0.021~~shares ~~per~~of ~~share~~Series atF ~~any~~Preferred ~~time~~Stock ~~starting~~that ~~July~~convert 1into 192,073,017 ~~2022~~shares ~~and~~of ~~ending~~our ~~July~~Common 1,Stock ~~2024~~(the “Series F Preferred Stock”). WeSuch ~~estimate~~warrants ~~the~~and ~~value~~Series ofF ~~the~~Preferred ~~Warrant~~Stock towere beeach valued at $22864,~~500,~~000 based on a $0.~~018~~0045 price per share of our Common Stock ~~that~~and wetreated ~~treat~~ as a debt discount ~~that~~this weis amortized over the term of the ~~note~~Notes. ~~In April 2022, we repaid the note.~~

~~Form~~The Notes 10have a term of thirty-Qsix –months Q2and ~~Madison~~mature ~~Technologies~~on ~~Inc~~February 17, 2024, unless earlier converted. ~~Page~~The 22Notes accrue interest at a rate of 11% per annum, subject to increase to 20% per annum upon default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding the above, at our election, any interest payable on an applicable payment date may be paid in registered shares of our Common Stock in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average volume-weighted average price of our Common Stock for the five (5) days immediately preceding the date of conversion. At March 31, 2023 and December 31, 0222, accrued and unpaid interest was $3,619,000 and $3,300,000, respectively.

On September 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing documents. Such amendment also waived specified events of default. The Notes were henceforth convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $0.02 per share, subject to an event of default adjustment. Notwithstanding the foregoing, at any time during the continuance of any event of default, the conversion price in effect equals the alternate conversion price provided in the Notes. If at any time the conversion price as determined for any conversion would be less than the par share value of the Common Stock, then at the sole discretion of the Holder, such conversion price equals such par value for such conversion and the conversion amount for such conversion may be increased to include Additional Principal (defined as such additional amount to be added to the principal amount of the Note to the extent necessary 14to ~~Related~~cause ~~Party~~the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the conversion price not been adjusted by the holder thereof to the par value price, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The conversion price was also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with our issuance of our Common Stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. We did not have a right to redeem the Notes.

WeAs ~~entered~~part ~~into~~of asuch ~~consulting~~purchase agreement with ~~Warren~~the ~~Zenna~~Investors, ofwe ~~Zenna~~issued ~~Consulting~~warrants ~~Group~~to purchase up to ~~provide~~192,073,017 ~~oversight~~shares of ~~marketing~~Common ~~and~~Stock. ~~communications~~On ~~services.~~September ~~The agreement commenced March 1~~24, 2021 ~~and ended on July 31~~, ~~2021.~~we Weand ~~paid~~the ~~Zenna~~Investors ~~Consulting~~amended ~~Group $0 fees in~~ the ~~three~~warrants ~~months ended~~such ~~September~~that ~~31,~~each ~~2022~~warrant ~~and~~became ~~2021,~~exercisable ~~respectively.~~for ~~Mr.~~a ~~Zenna~~period isof afive ~~member~~(5) years offrom ~~our~~the ~~Board~~date of ~~Directors.~~issuance Onat ~~March~~an 1,initial ~~2022,~~exercise weprice ~~granted~~equal ~~a Warrant~~ to Mr$0.025 ~~Zenna~~per toshare, ~~purchase~~adjusted up to ~~500,000 shares of our Common Stock at~~ $0.~~025~~020 per share, onwhen ainterest is ~~cashless~~paid ~~exercise basis~~late, atsubject ~~any~~to ~~time~~certain ~~beginning September~~beneficial 1,ownership ~~2022~~limitations ~~and~~(with ~~ending~~a ~~September~~maximum 1,ownership ~~2026.~~limit Weof ~~estimate~~9.99%). ~~the~~The ~~value~~exercise ~~the~~price is ~~Warrant~~also subject to beadjustment ~~approximately~~due $9to certain events,~~000,~~ ~~based~~including onstock ~~the~~dividends, ~~$0.018~~stock ~~market price~~splits ~~per~~and ~~share~~recapitalizations. ofThe ~~our~~Investors could ~~Common~~exercise ~~Stock~~the warrants on ~~March~~a 1,cashless ~~2022~~exercise basis.

~~Effective~~The ~~January~~Series 1,F ~~2022,~~Preferred weStock ~~entered~~has ~~into~~no avoting ~~management~~rights ~~consulting~~and ~~agreement~~converts ~~with~~into ~~GreenRock~~4.9% ~~LLC, a company controlled by Philip Falcone, for a period~~ of ~~one~~our ~~year~~issued ~~ending~~and ~~December~~outstanding ~~31,~~shares ~~2022, under which we provide monthly remuneration~~ of ~~$35,000,~~our ~~plus~~Common ~~expenses in connection with~~Stock ~~his~~on ~~duties,~~a ~~responsibilities~~fully ~~and~~diluted ~~performance~~basis asupon ~~our~~the ~~chief~~date ~~executive~~on ~~officer.~~which Instockholder ~~February~~approval ~~2021,~~for ~~our~~such ~~subsidiary,~~issuance ~~Sovryn~~is ~~Holdings Inc~~obtained.~~, entered~~ ~~into~~The ~~consulting~~Series ~~agreement~~F ~~with~~Preferred ~~GreenRock LLC to provide us with chief executive officer services. In the three months ended September~~Stock ~~31,~~was ~~2022~~subsequently converted and ~~2021~~192, ~~we paid GreenRock LLC $40~~073,~~000~~017 ~~and~~shares ~~$0 in fees, respectively. Mr. Falcone is the managing member~~ of ~~GreenRock~~Common ~~LLC and is our Chief Executive Officer. We paid GreenRock LLC bonuses of $255~~Stock,~~794~~ ~~and~~which ~~488,934~~were ~~for~~issued ~~the~~on ~~three~~October ~~and nine months ended September 30~~11, ~~2022~~ 2021.

~~During the three months ended September 30, 2022, our Chief Executive Officer advanced us funds for our operations and as of September 30, 2022, we owed $28,658 in advances.~~ 14

On ~~April~~October 727, ~~2021~~2022, wethe ~~issued~~agent ~~1,500,000~~(the ~~shares~~“Agent”) offor ~~our~~the ~~Common~~Investors ~~Stock~~notified tous ~~Mr.~~that ~~Canouse~~certain inevents ~~exchange~~of ~~for~~default ~~transferring~~have ~~his~~occurred and ~~100~~were ~~shares~~continuing ofunder ~~our~~the ~~Series B~~Notes. ~~Preferred~~On ~~Stock~~November to21, ~~FFO1 Irrevocable Trust~~2022, ~~an entity controlled by Mr. Falcone~~we, ~~our~~the ~~CEO~~Investors and ~~Chairman~~the ofAgent ~~our~~entered ~~Board~~into ofa ~~Directors.~~Forbearance ~~The~~Agreement, ~~shares~~pursuant ~~were~~to ~~valued at $1~~which,~~500.~~ ~~The~~among ~~100~~other ~~shares~~things, ofwe ~~Series~~acknowledged Bthe ~~Preferred~~outstanding ~~Stock~~principal ~~that~~balances ~~provide a 51% voting control regardless~~ of the ~~number~~Notes, ~~of common~~that orwe ~~other~~have ~~voting~~an ~~securities~~obligation for weinterest, ~~have~~including ~~issued~~default atinterest, ~~present~~fees orand atexpenses ~~any~~in ~~time~~connection inwith the ~~future~~Notes, ~~such~~ that ~~the~~we ~~holder~~have ofno ~~the~~rights ~~Series~~of Boffset, ~~Preferred~~defenses, ~~shares~~claims ~~shall~~or ~~maintain~~counterclaims ~~majority~~with ~~voting~~respect ~~control~~to ~~over matters voted on by~~ our ~~shareholders.~~obligations ~~FFO1~~and ~~Irrevocable~~pursuant ~~Trust~~to ~~also~~a ~~holds~~side ~~461~~letter,~~000~~ ~~Preferred Series~~dated ~~E-1~~as ~~shares~~of ~~and~~November ~~FFO2 Irrevocable Trust holds 461~~21,~~000~~ ~~Preferred Series E-1 shares. Lisa Falcone~~2022, ~~wife~~we ofagreed to ~~Mr.~~achieve ~~Falcone,~~certain ismilestones by the ~~trustee of~~dates ~~FFO2~~as ~~Irrevocable~~set ~~Trust~~forth ~~and Ms~~therein. ~~Falcone~~The ~~has~~Forbearance ~~shared~~Agreement ~~voting~~expired ~~and~~on ~~dispositive~~December ~~power~~30, 2022.

~~Note~~As 15of ~~Mezzanine~~March ~~Equity~~31, 2023 and December 31, 2022, the outstanding liability for the Notes is as follows:

~~We account~~ Schedule ~~for certain~~ of ~~our~~senior ~~Preferred~~secured Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Based on this guidance, preferred stock that is conditionally redeemable is classified as temporary or “mezzanine” equity. Accordingly, the various Series of Preferred Stock, which is subject to conditional redemption, is presented at redemption value as mezzanine equity outside of the stockholders’ equity section of the consolidated balance sheetsNote

	March 31, 2023		December 31, 2022
Principal	$	16,500,000	$	16,500,000

Less discount		1,486,551		1,900,760

Principal, net of discount	$	15,013,449	$	14,599,240

As of March 31, 2023 and December 31, 2022, accrued interest payable was $3,753,750 and $3,300,000, respectively, with interest accruing at 11% per annum for the three months ended March 31, 2023.

Note 7 Related Party

Effective January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period of one year ending December 31, 2022, under which we provided monthly remuneration of $35,000, plus expenses in connection with his duties, responsibilities and performance as chief executive officer. In February 2021, Sovryn entered into consulting agreement with GreenRock LLC to provide us with chief executive officer services. In the three months ended March 31, 2023 and 2022, we paid GreenRock LLC $35,000 and $40,000 in fees, respectively. Mr. Falcone is the managing member of GreenRock LLC and was our Chief Executive Officer until November 6, 2023. We paid GreenRock LLC bonuses of $128,473 and $233,140 for the three months ended March 31, 2023 and 2022.

Note 8 Mezzanine Equity

We account for certain of our Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Based on this guidance, preferred stock that is conditionally redeemable is classified as temporary or “mezzanine” equity. Accordingly, the various series of our Preferred Stock, which is subject to conditional redemption, is presented at redemption value as mezzanine equity outside of the stockholders’ equity section of the condensed consolidated balance sheets.

Preferred Shares

Series A Preferred Stock

OnThere ~~February~~are 16100,000 ~~2021,~~designated weand ~~cancelled~~authorized ~~all~~shares ~~the~~of ~~Preferred~~ Series A ~~shares~~Preferred Stock, subject to a 9.99% Inconversion ~~exchange,~~limitation and anti-dilution rights for 24 months from the ~~holders~~time of issuance. Holders of Series A Preferred ~~shares~~Stock ~~received~~are ~~one-year~~entitled to receive, when and as declared, ~~option~~dividends ~~agreements~~equal to ~~purchase~~3% per annum on the stated value, payable in additional shares of ~~our~~Series ~~wholly~~A ~~owned~~Preferred ~~subsidiary~~Stock. atHolders of Series A Preferred Stock have the ~~time,~~right ~~CZJ~~to ~~License~~vote on any matter submitted to our shareholders for vote, ~~Inc.~~on atan ~~$10~~as-converted ~~per~~basis. Each share ~~for~~of upSeries toA ~~300~~Preferred Stock may be convertible into 3,~~000~~420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which is the number of shares. ~~The~~outstanding ~~option~~on ~~agreement~~a ~~expired~~fully ~~without~~diluted ~~being~~basis ~~exercised~~after the issuance of the dilution shares, and the denominator is 360,000,000.

~~Form~~On July ~~10-Q~~17, –2020, Q2we ~~Madison~~issued ~~Technologies~~92,999 ~~Inc~~Series A Preferred Stock at a value of $343,094, with the acquisition cost derived using the $0.04 market ~~Page~~price 23on that date of $0.04 multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied by 50% of that value.

As at March 31, 2023, no shares of Series A Preferred Stock are outstanding.

Series C Preferred Stock

There are 10,000 designated and authorized shares of Series C Preferred Stock, containing a 9.99% conversion limitation. Holders of Series C Preferred Stock ~~shall~~are be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C Preferred Stock. AsSo long as any shares of Series C Preferred Stock remain outstanding, without ~~September~~the 30consent of the holders of 80% of the shares of Series C Preferred Stock then outstanding, ~~2022~~we ~~and~~may ~~December~~not redeem, repurchase or otherwise acquire directly or indirectly any securities deemed junior to such Series C Preferred Stock (“Junior Securities”) nor may we directly or indirectly pay or declare or make any distribution upon, nor may any distribution be made in respect of, any Junior Securities, nor may any monies be set aside for or applied to the purchase or redemption of any Junior Securities. Each holder of the Series C Preferred Stock has the right to vote on any matter submitted to our shareholders for a vote, on an as converted basis. Each share of Series C Preferred Stock may be convertible into 100 shares of our Common Stock. As at March 31, ~~2021~~2023, no shares of Series C Preferred Stock are outstanding.

Series D Preferred Stock

There are 230,000 designated and authorized shares of Series D Preferred Stock, ~~with~~subject to a 4.99% conversion ~~cap~~limitation, which may be increased to a maximum of 9.99% by a holder by written notice to us. There is a stated value of $3.32 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series D are issued. Series D are ranked as apari ~~Senior~~passu with the Series E Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock and have no voting rights. Each share of Series D Preferred Stock may be converted tointo 1,000 common shares.

On February 16, 2021, we settled $1,028,000 in note payables, convertible notes payable and accrued interest for 230,000 shares of our Series D Preferred Stock, of which 75,000 shares of Series D Preferred Stock were converted into 75,000,000 shares of our Common Stock and 155,000 Series D Preferred shares remain unconverted and outstanding as of ~~September~~March ~~30, 2022 and December~~ 31, ~~2021~~2023.

Series E Preferred Stock

OnThere ~~February~~are 161,000 ~~2021,~~designated weand ~~issued~~authorized shares of Series E Preferred Stock having a stated value of $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series E are issued. Series E are ranked pari passu with the Series D Preferred Stock and Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. It has voting rights equal to the number of shares of Common Stock into which the Series E Preferred Stock would be convertible on the record date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to ~~acquire~~the ~~Sovryn~~voting rights and powers of common stock. To the extent that weholders ~~valued~~of atshares $4Series E Preferred Stock voting separately as a class or series,~~225~~ as applicable,~~062~~ ~~based~~is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E Preferred Stock, constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of shares of Series E Preferred Stock are entitled to vote on ~~value~~matters with holders of ~~100%~~shares of ~~our~~Common Stock, voting together as one class, each share of Series E Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock atinto which it is then convertible using the record ~~time~~date as of which the conversion rate is calculated. Holders of Series E Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any shares of Series E Preferred Stock are outstanding, we may not, without the affirmative vote of the holders of all the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend the Series E certificate of designations (the “Series E Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On September 16, 2021, the ~~holders~~conversion ofrate ~~our~~for each share of Series E Preferred Stock ~~entered~~was ~~into~~amended anto ~~Exchange~~equal ~~Agreement~~(i)(a) ~~with~~56.60% usmultiplied by, ~~whereby~~(b) onthe ~~October~~Fully-Diluted ~~11,~~shares ~~2021,~~ as of the ~~1,000~~Approval Date (each as defined in the Series E ~~Preferred~~Certificate), ~~shares~~divided ~~were~~by ~~exchanged~~(ii) ~~for~~the ~~1,152,500~~total number of shares of Series E-1 Preferred ~~shares~~Stock, (iii) rounded to the nearest thousandth. The total number of Fully-Diluted Shares is set as of, and 1cannot change after the Approval Date. Based on the current fully-diluted shares outstanding,~~091~~ this equated to 2,~~388~~243,888,889 shares of Common Stock. We ~~valued~~Fully-Diluted means the ~~exchange~~aggregate atof (A) the ~~same~~total ~~$4,225,062~~number ~~value~~of shares of Common Stock outstanding as ~~was~~of ~~assigned~~such todate, (B) the ~~1,000~~number of shares of ~~Series~~Common EStock ~~Preferred~~(including all such Common Stock. Asequivalents) ofinto ~~September~~which all Convertible ~~30,~~Securities ~~2022~~outstanding ~~and~~as ~~December~~of ~~31,~~such ~~2021~~date could be converted or exercised, noand (C) the number of shares of ~~Series~~Common EStock ~~Preferred~~(including all such Common Stock ~~are~~equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.4340.

On February 16, 2021, we issued 1,000 shares of Series E Preferred Stock to acquire Sovryn that we valued at $4,225,062 based on a value of 100% of the per share price of Common Stock at the time.

On September 16, 2021, the holders of our Series E Preferred Stock entered into an exchange agreement with us whereby on October 11, 2021, the 1,000 Series E Preferred shares were exchanged for 1,152,500 Series E-1 Preferred shares and 1,091,388,889 shares of Common Stock. We valued the exchange at the same $4,225,062 value as was assigned to the 1,000 shares of Series E Preferred Stock. As at March 31, 2023, no shares of Series E Preferred Stock are outstanding.

Series E-1 Preferred Stock

There are 1,152,500 designated and authorized shares of Series E-1 Preferred Stock, which have a stated value of $0.87 per share. Shares of Series E-1 Preferred Stock ~~that~~are wepari ~~issued~~passu onwith ~~October~~the ~~11,~~Series ~~2021~~D Preferred Stock and Series F Preferred Stock and are senior in dividend ~~exchange~~rights ~~for~~and liquidation preference to our Common Stock and all other Common Stock Equivalents. It has votes equal to the number of shares of common stock into which the Series E-1 Preferred Stock. Atwould ~~September~~be 30convertible on the record date for the vote or consent of stockholders, ~~2022~~and shall otherwise have voting rights and ~~December~~powers ~~31,~~equal ~~2021~~to the voting rights and powers of common stock. It has votes equal to the number of shares of common stock into which the Series E-1 Preferred Stock would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of Common Stock. To the extent that holders of shares of Series E-1 Preferred Stock voting separately as a class or series,~~152~~ as applicable,~~500~~ is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E-1 Preferred Stock constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of Series E-1 Preferred Stock are entitled to vote on matters with holders of shares ~~remain~~of ~~outstanding.~~Common Stock and vote together as one class, each share of Series E-1 Preferred Stock entitles the holder ~~Each~~thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. Holders of Series E-1 Preferred Stock ~~may~~are entitled to written notice of all stockholder meetings or written consents with respect to which they would be ~~converted~~entitled by vote. As long as any shares of Series E-1 Preferred Stock are outstanding, we cannot, without the affirmative vote of the Holders of all the then outstanding shares of Series E-1 Preferred Stock, (a) alter or change adversely, the powers, preferences or rights given to the Series E-1 Preferred Stock or alter or amend the Series E-1 certificate of designations (the “Series E-1 Certificate”),~~000~~ (b) amend ~~common~~our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing. On October 11, 2021, the Series E-1 shares were issued. At March 31, 2023 and December 31, 2022, 1,152,500 shares of Series E-1 Preferred Stock remain outstanding.

Each share of Series E-1 Preferred Stock may be converted into 1,000 shares of Common Stock.

Series F Preferred Stock

There are 1,000 designated and authorized shares of Series F Preferred Stock, which have a stated value of $1.00 Onper ~~February~~share, 17subject to adjustment for stock splits, ~~2021~~stock dividends, werecapitalizations, ~~issued~~reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the ~~Investors~~date ~~1,000~~which ~~shares~~the Series F are issued. Shares of Series F Preferred Stock are pari passu with the Series D Preferred Stock ~~that~~and ~~convert~~Series ~~into~~F ~~192,073,017~~Preferred ~~shares~~Stock ofand senior in dividend rights and liquidation preference to our Common Stock, and all other Common Stock Equivalents. It has voting rights equal to the number of shares of common stock into which the weSeries ~~valued~~F atPreferred ~~$864,000,~~Stock ~~based~~would be convertible on the ~~underlying~~record ~~value~~date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. It has votes equal to the number of shares ~~our~~of ~~Common~~common stock into which the Series F Preferred Stock ~~that~~would ~~were~~be ~~$0.0045~~convertible ~~per~~on ~~share~~the atrecord date for the ~~time~~vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. OnTo ~~October~~the 11extent that holders of shares of Series F Preferred Stock voting separately as a class or series, ~~2021~~as applicable, is required to authorize a given action of the 1Company,~~000~~ the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series F Preferred Stock constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of shares of Series F Preferred Stock ~~were~~are ~~converted~~entitled to vote on matters with holders of shares of Common Stock, voting together ~~into~~as ~~192~~one class,~~073,017~~ each share of Series F Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. Holders of Series F Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any shares of ~~September~~Series ~~30,~~F ~~2022~~Preferred ~~and~~Stock ~~December~~are 31outstanding, we ~~2021~~cannot, nowithout the affirmative vote of the holders of all the then outstanding shares of Series F Preferred Stock, ~~are~~(a) ~~outstanding~~alter or change adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend the Series F certificate of designations (the “Series F Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On February 17, 2021, we issued to the Investors 1,000 shares of Series F Preferred Stock that convert into 192,073,017 shares of Common Stock, which we valued at $864,000, based on the underlying value of shares our Common Stock that were $0.0045 per share at the time.

On September 16, 2021, the conversion rate for each share of Series F Preferred Stock was amended to equal (i)(a) 4.84% multiplied by, (b) the Fully-Diluted shares as of the Approval Date (each as defined in the Series F Certificate), divided by (ii) the total number of shares of Series F Preferred Stock, (iii) rounded to the nearest thousandths place. The total number of Fully-Diluted Shares is set as of, and can not change after the Approval Date. Based on the full-diluted shares outstanding, this equated to 192,073,017 shares of Common Stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9516.

On October 11, 2021, the 1,000 shares of Series F Preferred Stock were converted into 192,073,017 shares of Common Stock.

As at March 31, 2023 and December 31, 2022, no shares of Series F Preferred Stock are outstanding.

Series G Preferred Stock

WeOn ~~received~~August $420,~~600~~ 2021,~~000~~ inthe ~~subscriptions~~certificate of designation for the Series G Preferred Stock was amended. There are now 4,600 designated and authorized Series G Preferred Stock, subject to a 4.99% conversion limitation, which may be increased to a maximum of 9.9% by a holder by written notice to us. The Series G Preferred ~~Shares~~Stock ~~that~~has wea ~~valued~~stated atvalue of $1,000 per share, ~~based~~subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series G Preferred Stock are issued. The Series G Preferred Stock is ranked as a as a series of junior Preferred Stock. It has voting rights equal to the number of shares of common stock into which the Series G Preferred Stock would be convertible on the ~~cash~~record ~~price~~date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that holders of shares of Series G Preferred OnStock ~~November~~voting 2separately as a class or series, ~~2021~~as applicable, ~~all~~is required to authorize a given action of the 4Company,~~600~~ ~~authorized~~the ~~and~~affirmative vote ~~issued~~or consent of the holders of a majority of the shares of the outstanding Series G Preferred Stock ~~were~~constitutes ~~converted~~the ~~into~~approval of ~~255~~such action by both the class or the series as applicable. To the extent that holders of shares of Series G Preferred Stock are entitled to vote on matters with holders of shares of Common Stock,~~555~~ voting together as one class,~~556~~ ~~shares~~each share of Series G Preferred Stock entitles the holder thereof to cast that number of ~~our~~votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. AtHolders ~~September~~of ~~30,~~Series ~~2022~~G ~~and~~are ~~December~~entitled to ~~31,~~written ~~2021,~~notice noof all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any shares of Series G Preferred Stock are outstanding, we cannot, without the affirmative vote of the holders of all the then outstanding shares of Series G Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend the Series G certificate of designations (the “Series G Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

~~Form~~On September 1016, 2021, the conversion rate for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b) the Fully-QDiluted –shares Q2as ~~Madison~~of ~~Technologies~~the ~~Inc~~Approval Date (each as defined in the Series G Certificate, divided by (ii) the total number of shares of Series G Preferred Stock, (iii) rounded to the nearest thousandths place. ~~Page~~The 24total number of Fully-Diluted Shares is set as of, and does not change after the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 255,555,556 shares of common stock on the Approval Date. Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9355.

We received $4,600,000 in subscriptions for 4,600 of shares Series G Preferred Stock that we valued at $1,000 per share based on the cash price. On November 2, 2021, all the 4,600 shares of Series G Preferred Stock were converted into 255,555,556 shares of our Common Stock. At March 31, 2023, no shares of Series G Preferred Stock are outstanding.

Series H Preferred Stock

On November 115, 2021, ~~pursuant~~we todesignated an39,895 ~~Exchange~~shares ~~Agreement~~of ~~that~~Series weH ~~entered~~Preferred ~~into~~Stock, ~~with~~which ~~the~~have ~~Investors,~~a ~~39,895,000~~stated value of ~~our~~$1.00 ~~Common~~per ~~shares~~share, ~~held by~~subject ~~the~~to ~~Investors~~adjustment ~~were~~for ~~exchanged~~stock ~~for~~splits, 39stock dividends,~~895~~ ~~shares~~recapitalizations, ofreorganizations, ~~our~~reclassifications, ~~Series~~combinations, Hsubdivisions or ~~Preferred~~other ~~Stock~~similar ~~and~~events weoccurring ~~cancelled~~after the ~~39,895,000~~date ~~Common~~which ~~shares~~the Series H are issued. ~~Each~~Shares ~~share~~ of Series H Preferred Stock ~~may~~have beno ~~converted~~voting rights toand ~~1,000~~are ~~common~~senior ~~shares,~~in ~~subject~~dividend torights aand ~~maximum~~liquidation ~~ownership~~preference ~~limit~~to ofour ~~9.99%.~~Common WeStock ~~valued~~and ~~the~~all ~~39,895,000~~ other Common ~~shares~~Stock ~~and~~Equivalents. Each ~~39,895~~share of Series H Preferred ~~shares~~Stock atmay ~~$3,989,500.~~be Atconverted ~~September~~into 301,000 ~~2022~~shares ~~and~~of ~~December~~Common 31Stock, ~~2021,~~subject ~~39,895~~to ~~shares~~a ofmaximum ~~Series~~ownership limit Hof ~~Preferred Stock remain outstanding~~9.99%.

~~Note~~On 16November ~~Shareholders’~~11, ~~Equity~~2021, pursuant to an exchange agreement that we entered into with the Investors, 39,895,000 of our shares of Common Stock held by the Investors were exchanged for 39,895 shares of our Series H Preferred Stock and we cancelled the 39,895,000 shares. We valued the 39,895,000 shares and 39,895 shares of Series H Preferred Stock at $3,989,500. At March 31, 2023 and December 31, 2022, 39,895 shares of Series H Preferred Stock remain outstanding.

Note 9 Shareholders’ Equity

Preferred Stock

As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, we are authorized to issue 50,000,000 shares of ~~$0.001 par value~~ Preferred Stock, with designations, voting, and other rights and preferences to be determined by our Board of Directors of which 48,617,400 remain available for designation and issuance.

Series B Preferred Stock

There are 100 designated and authorized shares of Series B Preferred Stock. Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal to 51% of the total ~~vote~~voting power of ~~Common~~each ~~stockholders~~class of stock outstanding. ~~The~~Holders ~~Series~~of shares of Series B Preferred ~~Stockholder~~are is entitled to such 51% voting rights regardless of the number of ~~common shares or other~~ voting shares issued by the company at any time. ~~Such provision grants the holder of Series B Preferred Stock majority control of us, unless otherwise canceled.~~

On July 17, 2020, 100 Series B Preferred Stock were issued ~~pursuant~~ to acquire the Casa Zeta-Jones Brand License Agreement. ~~The~~(the ~~Series~~“License Agreement”) Bfrom ~~Preferred~~Luxurie ~~Stock~~Legs, ~~was~~LLC, ~~valued~~a atlimited liability company organized pursuant to the laws of the State of Delaware ~~par~~(“LUXURIE”), pursuant to which, at ~~$0.001.~~the effective time, LUXURIE transferred all of its right, title and interest in the License Agreement to Madison in exchange for a controlling interest in Madison represented by newly issued preferred stock. Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate ~~nor~~ nor conversion feature. ~~Furthermore, the shares were not issued to the investors, but rather were granted to new unrelated management.~~

On February 17, 2021, the 100 shares Series B Preferred Stock were transferred from Mr. Canouse (our former director and ~~CEO~~Chief Executive Officer), to the FFO1 2021 Irrevocable Trust, a company Mr. Falcone (our director and CEO) is the trustee and has the voting and dispositive power. The 100 shares of Series B Preferred are included in the Pledged Assets.

At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, there were 100 Series B Preferred shares outstanding, respectively.

Common Stock

~~In August 14, 2021, our shareholders approved an increase in authorized Common Stock to 6,000,000,000 from 1,000,000,000, which became effective the same day.~~ As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 there were 1,~~599~~603,095,~~027~~243, ~~and 1,599,095,027,~~ shares outstanding~~, respectively~~.

Our Board of Directors and majority stockholder approved the decision to not move forward with a reverse stock split ratio of 25 to 1 share, and approved a reverse stock split ratio from 10 to 1 share, which is currently subject to regulatory approval. 20

Warrants

On ~~February~~January 1710, ~~2021~~2023, we issued ~~192,073,017~~two ~~Warrants~~unsecured toconvertible ~~Arena~~subordinate ~~Investors~~notes ~~that~~totaling ~~are~~$220,000 ~~exercisable~~and ~~for~~in aconnection ~~five-year~~with ~~period~~one ~~from~~of the ~~date of issuance~~notes ~~and~~sold, ~~based~~we onissued anthe ~~amendment~~noteholder ~~made~~a onwarrant ~~September~~to ~~24,~~purchase ~~2021,~~up ~~the~~to ~~Warrants~~40,000,000 ~~may~~shares beof ~~converted into~~ our Common Stock at $0.02 per share, ~~subject to~~starting ~~a maximum ownership limit of 9.99%. The exercise price is subject to adjustment due to stock dividends~~January 10, ~~stock~~2023 ~~splits~~ and ~~recapitalizations and~~ending ~~other~~January ~~events. We valued the Warrants at $864~~10,~~000~~ ~~based on a value of $0~~2030.~~0045 per share for our Common Stock at the time.~~

~~Form~~The Warrants ~~10-Q~~issued –were Q2loan ~~Madison~~incentives. ~~Technologies~~The ~~Inc.~~value ~~Page~~was 25allocated to the warrants based on its fair value on the date of the grant, as determined using the Black-Scholes option pricing model.

OnFor ~~December~~the ~~28,~~three ~~2021,~~months weended ~~entered~~March ~~into a promissory note payable and provided 500,000 Warrants. Each Warrant is exercisable at $0.025 per share and expires on December~~ 31, 2023~~. We valued the Warrants at $9~~,~~000~~ ~~based on~~ a ~~value~~summary of ~~$0.018 per share for~~ our ~~Common~~warrant ~~Stock~~activity ~~at the~~is ~~time.~~as follows:

The Warrants issued are loan incentives. The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option pricing model.

	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant- Date Fair Value		Aggregate Intrinsic Value
Outstanding and exercisable at January 1, 2023		246,173,016	$	0.021		3.69	$	399,783	$	4,431,114
										-
Issued		40,000,000	$	0.020		6.79		—	$	—
Exercised		—		—		—		—		—
Expired		—		—		—		—		—
Outstanding and exercisable at March 31, 2023		286,173,016	$	0.021		3.91	$	343,904	$	4,431,114

~~For~~Note ~~the~~10 ~~nine~~Discontinued ~~months ended September 30, 2022, a summary of our warrant activity is as follows:~~Operations

~~Schedule~~In the fourth quarter of ~~Warrants~~2022, ~~Activity~~management at that time determined that Sovryn’s television broadcast business was not an efficient use of our resources to develop and launch BCTV, our core business, and management sought to exit Sovryn’s business and pay down the Company’s senior debt associated with acquiring Sovryn’s assets and creating its business. As a result, Sovryn is recognized as a discontinued operation in the accompanying condensed consolidated financial statements. Effective February 1, 2023, we assigned 100% ownership of Sovryn to the Investors. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. The following is a summary of Sovryn for the three months ended March 31, 2023 and 2022:

	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant- Date Fair Value		Aggregate Intrinsic Value
Outstanding and exercisable at January 1, 2022		192,573,017	$	0.020		4.13	$	1,926,663	$	3,464,529
										-
Issued		38,600,000	$	0.023		4.28		83,348	$	694,800
Exercised		-		-		-		-		-
Expired		-		-		-		-		-
Outstanding and exercisable at September, 2022		231,173,016	$	0.021		3.73	$	1,618,876	$	4,159,329

Form 10-Q – Q2 Madison Technologies Inc. Page 26

Note 17 Discontinued Operations

On February 16, 2021, we cancelled all the Series A Preferred Stock shares and offered their holder’s option agreements to purchase up to 300,000 shares of CZJ License, Inc., our wholly owned subsidiary at the time, at an option price of $10 per share. The option agreements are exercisable for a period of one year from the date of issuance and were not exercised.

On November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At Closing, the ZA Group Inc. delivered a convertible promissory note with a principal amount equal to the purchase price. The interest rate on the note was 5% per annum and matures on November 5, 2023. The note may be converted, from time to time, after 180 days from the issuance date of the note into common stock of ZA Group Inc., at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc.

At November 15, 2021, CZJ License Inc.’s accounts were eliminated from the consolidated financial statements. All expenses incurred by CZJ License Inc. up to November 15, 2021 have been disclosed as discontinued operations. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes.

	March 31,			March 31,
	2023			2022
Assets
Prepaid Expenses	$	-		$	37,218
Current assets	$	—		$	342,264
Website		-			10,000
Property, equipment and right-of-use assets		—			2,823,224
Intangible Assets - License		-			423,410
Intangible assets		—			12,027,769
Assets		-			470,628
Total Assets		—			15,193,257
Liabilities
Accounts Payable & Accrued		-			33,500
Accounts payable and accrued liabilities		—			620,306
Liabilities		-			33,500
Lease liability obligations		—			1,468,233
Expenses
Total Liabilities		—			2,088,539
Amortization		74,760			64,687
Revenues		163,473			474,999
Selling, general and administrative		~~190~~(9,~~857~~886	)		~~152~~(134,~~939~~589	)
Professional fees		213,500			172,750
Television operation		—			(87,632	)
					-
Amortization		—			(80,494	)
Expenses	$	479,117		$	390,376
Professional fees		—			(201,336	)
Interest expense		—			(2,904	)
Gain (loss) on asset disposals		6,695,083			(52,668	)
Impairment loss		—			—
Gain (loss) from discontinued operations	$	(6,521,724	)	$	(84,624	)

~~Form~~Note 11 ~~10-Q~~Income ~~– Q2 Madison Technologies Inc. Page 27~~Taxes

Note 18 Commitments

On September 28, 2020, we entered into a one-year renewable employment agreement with Mr. Canouse, our Chief Executive Officer at the time. In the three months ended September 31, 2022 and 2021, Mr. Canouse received $24,487 and $0, respectively. Mr. Canouse resigned on July 1, 2022.

On February 17, 2021, we sold the Investors $16,500,000 of Notes and we entered into a Security Agreement and a Guaranty Agreement with the Investors that secure the Notes with liens on all of our tangible and intangible assets. We have not yet made the $0.4 million interest payments on the Notes held by Arena Partners LC that were due on April 1, 2022 and July 1, 2022, and as a result, under the Note terms, the interest rate is 20.0% per annum. We are currently in discussions with the Investors on a plan of forbearance; however, there is no assurance that we will be successful in completion of a plan, which may disrupt our operations and result in a restructuring of obligations.

On October 20, 2021, we entered into a Stock Acquisition Agreement with Top Dog Productions Inc., Jay Blumenfield and Anthony Marsh whereby we will acquire all of the shares of Top Dog Productions Inc., and in exchange, we will pay the purchase price of 12,500,000 shares of our Common Stock. The Closing is subject to receipt of audited and other financial statements of Top Dog Productions, other deliverables, and terms and conditions. At the closing, we will issue a total of 12,500,000 shares of our Common Stock and may issue an additional 12,500,000 Common shares should Top Dog Productions, Inc. achieve financial performance milestones stated in the Stock Acquisition Agreement.

On January 12, 2022, we entered into a consulting agreement with EF Hutton as a lead underwriter. The agreement is for one year and we may terminate the agreement on or after 270th day with 30-days written notice. EF Hutton may terminate the agreement on or after 120 days from execution of the agreement. EF Hutton agrees to provide underwriting the sale of up to $20 million of securities. In return, we grant EF Hutton an option to acquire up to 15% of the total number of securities we offer , provide an underwriting discount of 7% of the total gross proceeds, provide warrants equal to 5% of the aggregate number of shares of Common Stock sold in the offering, warrants to be exercisable at any time in whole or in part for 4 ½ years commencing 6 months from the effective date of offering at a price per share equal to 100% of the public offering price per security. EF Hutton may also provide advisory services for a cash fee of 7% of capital raised for equity placements, 6% for debt placements, closing warrants equal to 3% of aggregate proceeds sold in offering with the warrants to expire in 5 years. We agree to pay expenses for marketing, promotional materials and other costs associated with the work.

In January 2022, we entered into a six-month consulting agreement with a third party to provide strategic and business services relating to the blockchain project that we amended in February 2022. The first two months are payable at $25,000 per month and the remaining four months are payable at $10,000 per month. We have paid $25,000 to date.

In February 2022, we entered into a consulting agreement to establish, launch, manage, operate and produce a 24/7 broadcast network devoted to cryptocurrency, NFT, Web3 and blockchain technology. In consideration for the wide range and scope of work, we agreed to pay the consultant a fee in the aggregate of $600,000, of which $450,000 has been paid and $150,000 is payable upon the launch of the network.

In February 2022, we entered into a consulting agreement with a third party to provide corporate marketing strategy, creation and development of content for distribution, market development, communications, products and growth. The agreement ends the earlier of September 30, 2022 or when an executed Employment Agreement is signed with us. Upon execution of the consulting agreement, we paid the consultant $100,000 and we are obligated to pay a service fee $30,000 per month for March through June. As part of the arrangement, we granted the consultant a Warrant to acquire up to 160,000,000 shares of our Common Stock at an exercise price of $0.025 per share that is contingent upon our entering into an Employment Agreement or extending the consulting agreement, which did not occur. As of the date of this report, we paid $160,000.

Form 10-Q – Q2 Madison Technologies Inc. Page 28

In March 2022, we entered into a six-month service agreement for press releases, campaigns and social media advertisings. The service fee is $30,000 per month plus expenses. The agreement may not be terminated during the initial six months and we must provide no less than 30-day prior written notice to the termination.

Note 19 Income Taxes

Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:

Schedule of Income Tax Expense

	September 30, 2022			September 30, 2021
	March 31, 2023			March 31, 2022
Net loss for the nine-month period	$	(6,949,431	)	$	(856,777	)
Net loss for the three-month period	$	(10,768,418	)	$	(2,536,688	)
Statutory and effective tax rates		21.0	%		21.0	%
Income taxes expenses (recovery) at the effective rate	$	(12,~~459~~ 261,~~380~~368	)	$	(~~179~~532,~~923~~704	)
Effect of change in tax rates		-—			-—
Permanent differences		-—			-—
Valuation allowance		12,~~459~~261,~~380~~368			~~179~~532,~~923~~704
Income tax expense and income tax liability	$	-—		$	-—

As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded, as management believes it is more likely than not that the deferred income tax asset will not be realized.

Schedule of Deferred Income Tax Asset

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
Tax loss carried forward	$	-—		$	-—
Deferred tax assets	$	45,~~454~~020,~~522~~728		$	2,~~995~~759,~~142~~360
Valuation allowance		(45,~~454~~020,~~522~~728	)		(2,~~995~~759,~~142~~360	)
Deferred taxes recognized	$	-—		$	-—

Tax losses of approximately $1430 million will expire in 2039 and 2040.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 29~~ 22

~~ITEM~~Note 2.12 ~~MANAGEMENT’S~~Subsequent ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.~~Events

~~The~~On ~~following~~September ~~discussion~~21, of2023, ~~our~~the ~~financial~~Agent ~~condition,~~for ~~changes~~the inInvestors ~~financial~~delivered ~~condition~~a ~~and~~notice ~~results~~to ofus ~~operations~~that ~~for~~the Agent has exercised the ~~three~~Investors’ rights to vote the Pledged Interests (as defined in such notice) and ~~nine~~to ~~months ended~~exercise ~~September~~the 30Investors’ rights, ~~2022~~powers ~~should~~and beprivileges, to ~~read~~pass incertain ~~conjunction~~resolutions ~~with~~and to amend our ~~unaudited~~bylaws ~~condensed~~then ~~consolidated~~in ~~financial~~effect ~~statements~~to, ~~and~~among ~~related~~other ~~notes~~things, (i) remove the board of directors of ~~for~~the Company (the “Board of Directors”) and all officers of the Company, and (ii) reduce the number of the Board of Directors from three to one director. As a result of the Agent delivering such notice and ~~nine~~exercising ~~months~~its ~~ended~~rights ~~September~~to 30vote the Pledged Interests, ~~2021~~a change of control of the Company occurred (the “Change of Control”).

~~Forward~~On ~~Looking~~the ~~Statements~~two-year anniversary of the October 11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 shares of our Common Stock, however we did not process the conversion and have not to date.

~~This~~On ~~Quarterly~~November ~~Report~~6, on2023, ~~Form 10-Q contains forward-looking statements that have been made pursuant to~~ the ~~provisions~~shareholders of the ~~Private~~Company ~~Securities Litigation~~removed ~~Reform~~Philip ~~Act~~Falcone ~~of 1995. These forward-looking statements are based on current expectations, estimates,~~ and ~~projections~~Warren ~~about~~Zenna ~~DLT Resolutions’~~as ~~industry, management’s beliefs, and certain assumptions made by management. Forward-looking statements include~~ our ~~expectations~~directors ~~regarding product, services,~~ and ~~maintenance~~appointed ~~revenue, annual savings associated with the organizational changes effected~~Thomas inAmon ~~prior years, and short- and long-term cash needs. In some cases, words such~~ as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended to identify forward-looking statements. In addition, statements about the ~~potential~~sole ~~effects~~member of ~~the~~our ~~COVID-19~~board ~~pandemic on the Company’s businesses, results~~ of ~~operations~~directors. ~~and financial condition may constitute forward-looking statements~~Mr. ~~The~~Amon ~~statements~~removed ~~are~~all ~~not~~Company ~~guarantees of~~officers ~~future performance~~ and ~~are~~appointed ~~subject~~himself to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, as ~~filed with~~ the ~~SEC on August 26, 2022,~~Company’s ~~under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law~~President, ~~we undertake no obligation to update publicly any forward-looking statements~~Secretary, ~~whether as a result of new information~~Treasurer, ~~future~~Chief ~~events,~~Executive ~~or otherwise. However~~Officer, ~~readers~~Chief ~~should~~Financial ~~carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission~~Officer, ~~particularly~~Principal ~~the~~Executive ~~Quarterly~~Officer ~~Reports on Form 10-Q~~ and ~~any~~Principal ~~Current Reports on Form 8-K~~Accounting Officer.

~~GENERAL~~On November 10, 2023, Philip Falcone, individually and on behalf of the Company and other named defendants, filed a Confession of Judgment affirming that a promissory note (the “Z4 Note”) had been issued by the Company, dated December 28, 2021, by Z4 MGMT LLC (“Z4”), which was guaranteed by each of FFO1 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment in the amount of $581,304 against the Company, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr. Falcone personally, in favor of Z4. On December 5, 2023, a judgement in favor Z4 Management in the sum of $581,304 was rendered against us, Mr. Falcone, FFO1 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust.

~~Madison~~On ~~Technologies~~February ~~Inc.~~18, 2024, Agile Capital Funding LLC (“~~Madison~~Agile”) isfiled a ~~Nevada~~Confession ~~corporation~~of Judgment executed by Philip Falcone with the Supreme Court of the State of New York County of New York that ~~was~~affirmed ~~incorporated~~that the Company owes Agile for funds received on January ~~June~~30, 152023, ~~1998~~less funds the Company subsequently repaid, and for accrued interest and collection fees, which Agile determined to be $190,444 as of February 18, 2024. To date, the liability for the judgment has not been satisfied.

WePresently, ~~through~~we ~~our~~are ~~wholly-owned~~default ~~subsidiary,~~on ~~Sovryn~~all ~~Holdings,~~of ~~Inc.~~our ~~(“Sovryn”)~~outstanding ~~acquired~~promissory ~~three~~and ~~un-affiliated~~convertible ~~Class~~notes ~~A/LPTV~~payable ~~TV.~~(See ~~Each licensed~~Notes TV4, ~~station~~5 ~~can broadcast between 10~~ and ~~12 channels over-the-air~~6), 24which ~~hours~~have ~~per day/7 days per week~~$3.5 ~~We generated revenue by~~million ~~leasing~~in ~~channels~~aggregate toprincipal ~~third~~outstanding ~~parties~~plus onaccrued ~~KNLA/KNET~~interest, apenalties ~~Class A television station in Los Angeles, KVVV, a low power television station in Houston~~ and ~~KYMU-LD, a low power television station in Seattle~~fees.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 30~~ 23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2023, should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”). This Form 10-Q and such discussion contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include our expectations regarding our 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. In some cases, words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended to identify forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on January 25, 2024 (the “Annual Report”), under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents that we file from time to time with the SEC, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Recent Developments

On September 21, 2023, the Agent delivered a notice to us that the Agent exercised the Investors’ rights to vote the Pledged Interests and to exercise the Investors’ rights, powers and privileges, to pass certain resolutions and to amend our bylaws then in effect to, among other things, (i) remove the Board of Directors and all Company officers, and (ii) reduce the number of the Board of Directors from three directors to one director. As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, the Change of Control occurred.

On the two-year anniversary of the October 11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 shares of our Common Stock, however we did not process the conversion and have not to date.

In addition to the defaults described above, as of the date of this Form 10-Q, and since the last day of the quarter ended March 31, 2023, we are in default under a certain loans payable for failure to pay principal and accrued interest on such loans, with an aggregate of approximately $3.8 million and $3.3 million of principal, accrued interest and late fees, as of such date and as of March 31, 2023 respectively. As 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.

On November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board of directors. Mr. Amon removed all our officers and was appointed as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

On November 10, 2023, Philip Falcone, individually and on behalf of the Company and other named defendants, filed a Confession of Judgment affirming that the Z4 Note had been issued by the Company, dated December 28, 2021, by Z4, which was guaranteed by each of FFO1 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment in the amount of $581,304 against the Company, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr. Falcone personally, in favor of Z4. On December 5, 2023, a judgement in favor Z4 Management in the sum of $581,304 was rendered against us, Mr. Falcone, FFO1 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust.

On February 18, 2024, Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court of the State of New York County of New York that affirmed that the Company owes Agile for funds received on January 30, 2023, less funds the Company subsequently repaid, and for accrued interest and collection fees, which Agile determined to be $190,444 as of February 18, 2024. To date, the liability for the judgment has not been satisfied.

Since October 2023, and as a result of the Change of Control, we have had minimal operations and nominal assets consisting almost entirely of cash. 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 Form 10-Q 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 “Forward-Looking Statements” in this Item 2 above.

RESULTS OF OPERATIONS

Our condensed consolidated unaudited financial statements included herein have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long -term operating requirements. We expect to raise additional capital through, among other things, the sale of equity and/or debt securities.

Three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022

~~Revenues~~Selling, general and administrative expenses

~~Net~~General ~~Revenues~~and administrative expenses increased to $~~485~~350,~~497~~830 for the three months ended ~~September~~March 3031, ~~2022~~2023 from $~~464~~44,~~028~~502 for the three months ~~ended September 30, 2021.~~ ~~The increase resulted from the acquisition of the KYMU television station in September 2021 and operated throughout the three months~~ ended ~~September~~March 3031, 2022. ~~We anticipate 2022 Net Revenues will increase compared to 2021 Net Revenues~~ as a result ~~a full year~~ of ~~operating the~~higher ~~television~~personnel ~~stations~~costs ~~acquired~~from ~~during~~added ~~2021 and the launch of BLOCKCHAIN~~personnel.~~TV in 2022.~~

Amortization

Amortization increased to $80,993 for the three months ended September 30, 2022 from ($57,437) for the three months ended September 30, 2021. The increase in amortization expense resulted from the reduction in the estimated fair values of amortizable tangible and intangible television station assets as determined by an independent valuation in 2021, which also resulted in a one-time retroactive reduction in amortization expense recognized in the three months ended September 30, 2021.

Selling, general and administrative fees

Selling, general and administrative fees increased to $272,533 for the three months ended September 30, 2022 from $198,567 for the three months ended September 30, 2021. The increase was primarily the result of increase personnel expenses we incurred in three months ended September 30, 2022 as we added personnel for the launch of BLOCKCHAIN.TV and to perform administrative duties that had been outsourced and incurred professional fees.

Television operations

Television operation expenses are $85,800 and $74,889 for the three months ended September 30, 2022 and 2021. The expenses are direct costs of operating the television stations we acquired in 2021.

Professional Fees

Professional fees decreased to $~~416~~107,~~019~~740 for the three months ended ~~September~~March 3031, ~~2022~~2023, from $~~741~~663,~~296~~804 for the three months ended ~~September~~March 3031, ~~2021~~2022. The decrease was primarily the result of ana ~~increase~~decrease in the nonrecurring legal and ~~accounting~~consulting expense associated with the ~~2021~~ acquisitions of television stations, ~~the financing associated with those acquisitions, management fees~~ and, ~~the~~related ~~expense associated with regulatory filings for the SEC, including the Form S1 Registration in 2021~~matters.

Form 10-Q – Q2 Madison Technologies Inc. Page 31

Interest Expense

Interest expense decreased to $1,~~520~~135,~~742~~202 for the three months ended ~~September~~March 3031, ~~2022~~2023 from $1,~~927~~520,~~580~~001 for the three months ended ~~September~~March 3031, ~~2021~~2022. The decrease resulted primarily from the interest cost of our debt held the Investors that accrued interest at an 11% rate per annum for the three months ended March 31, 2023 and did not include an assessment for default interest at 9% per annum that we accrued for the three months ended March 31, 2022. In addition, the costs of other financings associated with the acquisitions of television stations and development of ~~BLOCKCHAIN.TV that~~BlockchainTV had amortization periods that expired prior to ~~the~~December ~~three months ended September 30~~31, 2022.

Discontinued Operations

Our ~~income~~gain from discontinued operations was $06,685,344 and $32317,~~722~~762 for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. Effective OnFebruary ~~November 15~~1, ~~2021~~2023, we ~~sold~~entered into an agreement with the Investors in which we exchanged our ~~subsidiary~~ownership of the assets associated with Sovryn’s broadcast television business in exchange for a $11,600,000 ~~CZJ~~reduction ~~License~~in ~~Inc~~our obligation for the Notes. As a result, the revenues, expenses, assets and ~~designated~~liabilities ~~its~~of ~~operations~~Sovryn are included as discontinued operations for the three months ended March 31, 2023 and 2022. The ~~previous~~increase ~~year~~in our gain from discontinued operations resulted from Sovryn’s ~~assets,~~ liabilities ~~and~~being ~~expenses~~transferred ~~have~~as ~~been~~part ~~similarly~~of ~~classified~~the ~~for~~ownership ~~comparative purposes~~transfer.

Loss on Disposition of Assets

Sovryn owed us $15,850,990 due to the Sovryn ownership transfer on February 1, 2023. The amount owed to us resulted primarily from funds that we advanced to Sovryn in order to purchase the television station assets. We wrote off the amount owed and recognized the loss, which is consistent with the terms of the ownership transfer.

Net Loss

Net ~~Loss~~loss ~~decreased~~increased to $110,~~880~~768,~~556~~418 for the three months ended ~~September~~March 3031, ~~2022~~2023, from $2,~~405~~536,~~292~~688 for the three months ended ~~September~~March 3031, ~~2021~~2022. The ~~decrease~~increase was primarily the result of ~~$406,838 decrease in interest expense for debt instruments we issued in 2021 and~~ the $~~325~~15,~~277 decrease~~850,990 inloss ~~professional~~from ~~fees.~~the ~~Net~~disposition ~~Loss on a basic and diluted basis~~ of ~~$0.001~~Sovryn ~~per~~in ~~share for~~ the three months ended ~~September 30, 2022,~~March ~~based on 1~~31,~~599,095,027~~ ~~weighted~~2023 ~~average~~that ~~shares~~was ~~outstanding,~~partially asoffset ~~compared~~by to a ~~Net Loss of~~ $~~0.096~~6,685,344 ~~per~~gain ~~share~~from ~~for~~ the ~~three~~discontinued ~~months~~operations ~~ended September~~of ~~30,~~Sovryn ~~2021,~~as ~~based~~described ~~on 24,972,565 weighted average shares outstanding~~above. The ~~increase~~net loss inper ~~weighted~~basic ~~average~~diluted ~~shares~~share ~~outstanding~~was ~~relates primarily~~$0.006 toand ~~issuances of 192~~$0.002,~~073,017~~ ~~shares to the Investors on October 11~~respectively, ~~2021 in connection~~ with ~~the~~basic ~~$16,500,000~~and ~~Notes~~diluted weweighted ~~sold,~~averages ~~the~~shares outstanding of 1,~~091~~603,~~388~~095,~~889~~243 ~~shares we issued on October 11, 2021 to Preferred Series E-1 holders in pursuant to an Exchange Agreement~~ and ~~the 255~~1,~~555~~599,~~556 shares we issued on November 2~~095,027 ~~2021 in exchange~~ for ~~4,600~~the ~~shares~~respective ~~of our Series G Preferred Stock~~periods.

Nine months ended September 30, 2022 and 2021

Revenues

Net Revenues increased to $1,431,762 for the nine months ended September 30, 2022 from $760,053 for the nine months ended September 30, 2021. The increase resulted from the acquisitions of television stations in 2021 and the revenues generated by the lease agreements held by those stations. We anticipate 2022 Net Revenues will increase compared to 2021 Net Revenues as a result a full year of operating the television stations acquired during 2021 and the launch of BLOCKCHAIN.TV in 2022.

Amortization

Amortization increased to $242,481 for the nine months ended September 30, 2022 from $177,006 for the nine months ended September 30, 2021. The increase in amortization expense resulted from having the amortizable tangible and intangible television station assets for the entire nine-month period in 2022 as compared to 2021 when the assets were acquired at different times during the 2021 nine-month period.

Selling, general and administrative fees

Selling, general and administrative fees decreased to $753,378 for the nine months ended September 30, 2022 from $433,025 for the nine months ended September 30, 2021. The increase was primarily the result of increase personnel expenses we incurred in nine months ended September 30, 2022 as we added personnel for the launch of BLOCKCHAIN.TV and to perform administrative duties that had been outsourced and incurred professional fees.

Form 10-Q – Q2 Madison Technologies Inc. Page 32

Television operations

Television operation expenses are $257,483 and $178,869 for the nine months ended September 30, 2022 and 2021. The expenses are direct costs of operating the television stations we acquired in 2021. The increase in expense resulted from operating the television station assets for the entire nine-month period in 2022 as compared to 2021 when the assets were acquired at different times during the 2021 nine-month period.

Professional Fees

Professional Fees increased to $2,556,767 for the nine months ended September 30, 2022 from $1,745,592 for the nine months ended September 30, 2021. The increase was primarily the result of an increase in professional engaged to assist with development of our business and preparations for the launch of BLOCKCHAIN.TV in 2022. In 2021, professional fees were primarily legal and accounting expenses associated with the acquisitions of television stations, the financing associated with those acquisitions, management fees and, the expense associated with regulatory filings for the SEC, including the Form S1 Registration.

Loss on asset disposals

Our loss on asset disposals was $52,668 and $17,417 for the nine months ended September 30, 2022 and 2021. Our initial objective was to create one the largest, most comprehensive, state of the art OTA content distribution platforms to capitalize on the changing media and distribution landscape and on the growing OTA viewership in the U.S. We are exploring more capital efficient and technology centric alternatives to its planned station acquisition distribution platform. While there is no guarantee that it will be successful with this alternative approach, we have determined that it will postpone further capital expenditures on acquisitions and as a result, the planned acquisitions have been terminated and future acquisition plans have been put on hold while we evaluate this alternative approach. As a result, we recognized a $52,668 of loss from disposition of OTA assets.

Interest Expense

Interest expense increased to $4,547,497 for the nine months ended September 30, 2022 from $3,129,983 for the nine months ended September 30, 2022. The $1,417,514 increase resulted from having a higher amount of outstanding financings associated with the acquisition of television stations and development of BLOCKCHAIN.TV and having the $16,500,000 Notes outstanding for the entire nine-month period in 2022.

Discontinued Operations

Our loss from discontinued operations was $0 and $40,323 for the nine months ended September 31, 2022 and 2021, respectively. On November 15, 2021, we sold our subsidiary, CZJ License Inc. and designated its operations as discontinued. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes.

Net Loss

Net Loss increased to $6,949,431 for the nine months ended September 30, 2022 from $4,961,892 for the nine months ended September 30, 2021. The increase was primarily the result of the $1,417,514 increase in interest expense and $806,175 increase in professional fees. Net Loss on a basic and diluted basis of $0.004 per share for the nine months ended September 30, 2022, based on 1,599,095,027 weighted average shares outstanding, as compared to a Net Loss of $0.203 per share for the nine months ended September 30, 2021, based on 24,439,598 weighted average shares outstanding. The increase in weighted average shares outstanding relates primarily to issuances of 192,073,017 shares to the Investors on October 11, 2021 in connection with the $16,500,000 Notes we sold, the 1,091,388,889 shares we issued on October 11, 2021 to Preferred Series E-1 holders in pursuant to an Exchange Agreement and the 255,555,556 shares we issued on November 2, 2021 in exchange for 4,600 shares of our Series G Preferred Stock.

Form 10-Q – Q2 Madison Technologies Inc. Page 33

Liquidity and Capital Resources

Cash and Working Capital

As at ~~September~~March 3031, ~~2022~~2023, we had $~~8,804~~593 in cash and a $912,~~866~~488,~~871~~191 working capital deficit, compared to cash of $~~55,656~~0 and working capital ~~deficit~~ deficit of $43,~~373~~673,~~271~~317 as at December 31, ~~2021~~2022. Our working capital deficit increased primarily as a result of transferring ownership of Sovryn on February 1, 2023.

We will require additional capital to meet our long- and short-term operating requirements. WeFor ~~have not yet made~~ the ~~$0.4~~year ~~million~~ended ~~interest~~December ~~payments~~31, 2022 onand ~~the~~three ~~Notes~~months ~~held~~ended byMarch ~~Arena~~31, ~~Partners~~2023, LCour ~~that~~principal ~~were~~source ~~due~~of onliquidity ~~April~~was 1,our ~~2022~~cash ~~and~~that ~~July~~we 1,obtained ~~2022,~~from ~~and~~borrowings. asOur aprincipal use ~~result,~~of ~~under~~cash ~~the~~was ~~Note~~to ~~terms,~~fund ~~the interest rate is 20~~operations.0% ~~per annum.~~ We ~~are~~expect ~~currently~~that inthe ~~discussions~~principal ~~with~~uses ~~Arena~~of ~~Capital~~cash ~~LP,~~in onthe afuture ~~plan~~will ofbe ~~forbearance;~~for ~~however,~~continuing ~~there~~operations associated iswith norolling ~~assurance that~~out wethe ~~will~~business beplan ~~successful~~and inrepayment ~~completion~~ of anotes ~~plan,~~payable ~~which~~that ~~may~~are ~~disrupt~~not ~~our~~converted ~~operations~~into ~~and~~our ~~result~~Common inStock aor ~~restructuring of obligations~~renegotiated.

We expect to raise additional capital through the sale of equity and/or debt securities; however, there is no assurance that we will be successful at raising additional capital in the future. If our plans are not achieved and/or if significant unanticipated events occur, we may have to further modify our business plan, which may require us to raise additional capital. As of September 30, 2022, our principal source of liquidity was our cash, which totaled $22,543. Historically, our principal sources of cash have included proceeds from the sale of common stock and preferred stock and related party loans. Our principal uses of cash have included cash used in operations, to make acquisitions and to pay interest on our Notes. We expect that the principal uses of cash in the future will be for continuing operations associated with rolling out the business plan and for interest payments.

Net Cash Used in Operating Activities

We used ~~cash of~~ $1193,~~342,369~~260 cash in operating activities during ~~nine~~the three months ended ~~September~~March 3031, ~~2022~~2023, compared to cash used of $41,~~182~~188,~~398~~700 in operating activities during the previous year’s ~~nine~~ three-month period. The ~~increase~~decrease was primarily the result of ~~increase~~a decrease in ~~expenses~~operating ~~associated with~~activities ~~the build out~~ and ~~roll out of our business plan~~interest.

Net Cash Used in Investing Activities

We used cash of $~~156,483~~0 in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, compared to cash used of $1481,~~462,531~~945 in investing activities during the previous year’s ~~nine~~ three-month period. The decrease was the result of the ~~2021~~deferral ~~purchases~~ of investing activities in the ~~television station~~three ~~assets~~months ~~that~~ended ~~did~~March ~~not~~31, ~~recur~~2023 due into ~~2022~~cash constraints.

Net Cash Provided by Financing Activities

Net cash ~~flows~~ provided by financing activities of $1240,~~452,~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 were from the proceeds of subordinated notes payable and Warrants that we sold to investors, compared to $20810,~~830,~~000 of cash provided by financing activities during the previous fiscal year that we generated from ~~the~~proceeds ~~Arena~~of ~~financing~~subordinated innotes ~~February~~payable ~~2021~~ and ~~sales~~warrants ofthat ~~subscriptions~~we sold to ~~purchase our Common Stock~~investors.

~~Form 10~~Off-QBalance Sheet ~~– Q2 Madison Technologies Inc. Page 34~~Arrangements

~~Off~~We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk ~~Sheet~~support ~~Arrangements~~and credit risk support or other benefits.

We have no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.

Going Concern

The independent ~~auditors~~auditor’s ~~reports~~report accompanying our December 31, ~~2021~~2022 and ~~2020~~2021 consolidated audited financial statements in the Annual Report contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Such ~~The~~consolidated financial statements and the condensed consolidated financial statements in this Form 10-Q have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

~~Future Financings~~ 26

~~Management~~Transactions ~~anticipates~~with ~~continuing~~Related to rely on equity sales of our Common Stock in order to continue to fund our business operations. Issuances of additional Common Stock will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our Common Stock or arrange for debt or other financing to fund our planned activities.Parties

Effective January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Mr. Falcone, for a period of one year ending December 31, 2022, pursuant to which we provided monthly remuneration of $35,000, plus expenses in connection with his duties, responsibilities and performance as our chief executive officer. In February 2021, Sovryn entered into a consulting agreement with GreenRock LLC to provide us with chief executive officer services. The agreements expired on December 31, 2022 and were not renewed. In the three months ended March 31, 2023 and 2022, we paid GreenRock LLC $35,000 and $40,000 in fees, respectively. We paid GreenRock LLC bonuses of $128,473 and $233,140_for the three months ended March 31, 2023 and 2022, respectively.

On February 1, 2023, we entered into the Partial Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our Federal Communications Commission (“FCC”) licenses and other broadcast television assets to a third-party entity controlled by the Investors. In consideration therefor, the Investors agreed to reduce the indebtedness under the Notes by $11,600,000. On September 21, 2023, the Agent for the Investors delivered to us a notice that the Agent has exercised the Investors’ rights to vote the Pledged Interests, including the 100 shares of our Series B Preferred Stock, and to exercise the Investors’ rights, powers and privileges to pass certain resolutions and to amend our bylaws then in effect to, among other things, (i) remove the Board of Directors and all Company officers, and (ii) reduce the number of the Board of Directors from three directors to one director. As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, the Change of Control occurred.

Material Commitments for Capital Expenditures

We had no contingencies or long-term commitments at ~~September~~March 3031, ~~2022~~2023.

Tabular Disclosure of Contractual Obligations

We are 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.

Critical Accounting Policies

We follow certain significant accounting policies when preparing our consolidated financial statements. A complete summary of these ~~policies~~ policies is included in Note 1 of the Notes to ~~Consolidated~~the ~~Financial~~condensed ~~Statements~~consolidated financial statements included in this Form 10-Q. Certain of the policies require management to make significant and subjective estimates or assumptions that may deviate from actual results. In particular, management makes estimates regarding the useful life of long-lived assets related to depreciation and amortization expense, estimates regarding fair value of our reporting units and future cash flows with respect to assessing potential impairment of both long-lived assets and goodwill and estimates of expense related to our debt and equity instruments. Each of these estimates is discussed in greater detail in the following discussion.

Long-Lived Assets, Depreciation and Amortization Expense and Valuation

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset, or related asset group, may not be recoverable from estimated future undiscounted cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. In 2021, we recognized that we would not complete the acquisition of the TV station assets of W27EB and KPHE TV and we wrote off $1,150,000 in deposits paid to sellers of those assets. In the nine months ended September 30, 2022, we wrote off an additional $52,668 in TV station assets.

Goodwill Valuation

Management performed the annual goodwill and indefinite-lived intangible assets impairment assessments as of December 31, 2021 and concluded that our goodwill for the Sovryn acquisition was impaired as of that date. Goodwill and indefinite lived assets are tested annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We follow a two-step process for testing impairment. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. If impairment is indicated, then the fair value of the reporting unit’s goodwill is determined by allocating the unit’s fair value of its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The amount of impairment for goodwill is measured as the excess of its carrying value over its implied fair value.

Derivative Liabilities

We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 35~~ 27

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are 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.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this ~~annual report on~~ Form 10-KQ, an evaluation was carried out by our management, with the participation of of our Chief Executive Officer, who also serves as our ~~Principal~~Chief Financial and Chief Accounting Officer, of the effectiveness of our ~~disclosure~~ disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) , as of ~~December~~March 31, ~~2021~~2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC rules and forms and that such information was accumulated or communicated to management to allow timely decisions regarding required disclosure. In particular, we identified material weaknesses in internal control over financial reporting, as discussed below.

Management’s Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by ~~Sarbanes-Oxley (SOX)~~ Section 404 of Athe Sarbanes-Oxley Act. Our internal control framework over financial reporting is a process designed under the supervision of our Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”). Internal control over financial reporting includes those policies and procedures that:

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

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~Form 10-Q – Q2 Madison Technologies Inc. Page 36~~ 28

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of ~~December~~March 31, ~~2021~~2023, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified and communicated to management in connection with the preparation and audit of our financial statements as of December 31, 2021 and the preparation of our 2021 quarterly financial statements.

AsThe 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 ~~result~~functioning audit committee and no outside directors on our Board of ~~the~~Directors, ~~material~~resulting ~~weakness~~in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control ~~over~~objectives; (3) insufficient written policies and procedures for accounting and financial reporting ~~described~~with ~~above,~~respect ~~management~~to ~~has~~the ~~concluded~~requirements ~~that,~~and asapplication of ~~September~~ ~~30,~~US ~~2022,~~GAAP ~~our~~and ~~internal~~SEC ~~control~~disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting ~~was~~processes. ~~not~~The ~~effective~~aforementioned ~~based~~material onweaknesses were ~~the~~identified ~~criteria~~and communicated to management in ~~Internal~~connection ~~Control~~with –the preparation and audit of our financial statements as of ~~Integrated~~December ~~Framework~~31, ~~issued~~2022, byand ~~COSO~~the preparation of this Form 10-Q.

~~Management~~As ~~believes~~a ~~that~~result of the material ~~weaknesses~~weakness ~~set forth~~ in ~~items~~internal ~~(2),~~control ~~(3)~~over ~~and~~financial ~~(4)~~reporting described above, ~~did~~management ~~not~~has ~~have~~concluded ~~an effect on our financial results. However~~that, ~~management~~as ~~believes that the lack~~ of aMarch ~~functioning~~31, ~~audit~~2023, ~~committee and lack of a majority of outside directors on~~ our ~~board~~internal ofcontrol ~~directors caused~~over ~~and~~financial ~~continues~~reporting towas ~~cause~~not aneffective ~~ineffective~~based ~~oversight~~on in the ~~establishment~~criteria ~~and~~in ~~monitoring~~Internal ofControl – ~~the~~Integrated ~~required~~Framework ~~internal~~issued ~~controls~~by ~~over financial reporting~~COSO.

WeManagement ~~are~~believes ~~committed~~that tothe ~~improving~~material ~~its~~weaknesses ~~financial~~set ~~organization.~~forth Asin ~~part~~items of(2), ~~this~~(3) ~~commitment~~ and ~~when~~(4) ~~funds~~above ~~are~~did ~~available,~~not wehave ~~will~~an ~~create~~effect aon ~~position to~~our ~~segregate~~financial ~~duties~~results. However, ~~consistent~~management ~~with~~believes ~~control~~that ~~objectives~~the ~~and~~lack ~~will~~of ~~increase~~a ~~its~~functioning ~~personnel~~audit ~~resources~~committee and ~~technical~~no ~~accounting expertise within the accounting function by: (i) appointing one or more~~ outside directors toon ~~its~~our ~~board~~Board of ~~directors~~Directors caused ~~who~~and ~~will~~continues ~~also be appointed~~ to ~~our audit~~cause ~~committee,~~an ~~resulting~~ineffective ~~in a fully functioning audit committee that will undertake the~~ oversight in the establishment and monitoring of the required internal controls over ~~financial reporting; and (ii) preparing and implementing sufficient written policies and checklists~~ ~~that will set forth procedures for accounting and~~ financial reporting ~~with respect to the requirements and application of US GAAP and SEC disclosure requirements~~.

~~Management~~We ~~believes~~are ~~that~~committed ~~the appointment of one or more outside directors, who will also be appointed~~ to aimproving ~~fully~~our ~~functioning~~financial ~~audit~~organization. ~~committee,~~As ~~will remedy~~part ~~the lack~~ of athis ~~functioning~~commitment ~~audit committee~~ and awhen ~~lack~~funds ofare aavailable, ~~majority~~we ofwill ~~outside~~create a ~~directors~~position onto ~~our~~segregate ~~Board.~~duties Inconsistent ~~addition,~~with ~~management believes~~control ~~that~~objectives ~~preparing~~ and ~~implementing~~will ~~sufficient~~increase ~~written~~its ~~policies~~personnel resources and ~~checklists~~technical ~~will~~accounting expertise ~~remedy~~within the ~~following~~accounting ~~material~~function ~~weaknesses~~by: (i) ~~insufficient~~ ~~written~~appointing ~~policies~~additional ~~and~~outside ~~procedures~~directors ~~for~~to ~~accounting~~its ~~and~~board ~~financial~~of ~~reporting~~directors ~~with~~who ~~respect~~will ~~to the requirements and application~~also ofbe USappointed ~~GAAP~~to ~~and~~our ~~SEC~~audit ~~disclosure~~committee, ~~requirements;~~resulting ~~and~~in ~~(ii)~~a ~~ineffective~~fully ~~controls~~functioning ~~over~~audit ~~period~~committee ~~end~~that ~~financial~~will ~~close~~undertake ~~and~~the ~~reporting~~oversight ~~processes.~~in ~~Further,~~the ~~management~~establishment ~~believes~~and ~~that~~monitoring ~~the hiring~~ of ~~additional~~required ~~personnel~~internal ~~who~~controls ~~have~~over ~~the~~financial ~~technical~~reporting; ~~expertise~~ and ~~knowledge~~(ii) ~~will~~preparing ~~result~~and ~~proper~~implementing ~~segregation~~sufficient ofwritten ~~duties~~policies and ~~provide~~checklists ~~more~~that ~~checks~~will ~~and~~set ~~balances~~forth ~~within~~procedures ~~the~~for ~~department.~~accounting ~~Additional~~and ~~personnel~~financial ~~will~~reporting ~~also~~with ~~provide~~respect ~~the cross training needed~~ to ~~support our internal controls if personnel turn-over issues within~~ the ~~department~~requirements and ~~occur.~~application ~~This, coupled with the appointment~~ of ~~additional outside~~US ~~directors,~~GAAP ~~is designed to greatly decrease any control~~ and ~~procedure~~SEC ~~issues~~disclosure ~~we may encounter in the future~~requirements.

Management believes that the appointment of additional outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our internal controls if personnel turn-over issues within the department occur. This, coupled with the appointment of additional outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future.

Management will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Our independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting. As a result, this quarterly 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 Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report. 29

Our independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting. As a result, this Quarterly 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 Form 10-Q.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the ~~quarter~~ quarter ended ~~September~~March 3031, ~~2022~~2023, that materially affected, or are reasonably likely to materially affect, ~~Madison’s~~our internal control over financial reporting.

~~Limitations on the Effectiveness of Controls and Procedures~~ 30

Management, including our President and Chief Financial Officer, does not expect that Madison’s controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Form 10-Q – Q2 Madison Technologies Inc. Page 37

Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS.

~~None~~Other than the following proceedings, we are not a party to any material pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any material pending legal proceedings.

On January 30, 2023, in the Supreme Court of the State of New York, Philip A. Falcone provided Agile Capital Funding LLC (“Agile”) with an affidavit of confession of judgement for an obligation due to Agile from Sovryn and the Company’s failure to deliver to Agile accounts receivable, which were purchased by Sovryn and the Company pursuant to the Agreement for the Purchase and Sale of Future Receipts dated January 30, 2023. Agile filed an affidavit of facts in the Supreme Court in the State of New York on February 18, 2024 requesting an entry of judgement against Sovryn and the Company in the sum of $190,443.62 less any payments made in a timely manner. On January 30, 2023 the Supreme Court of the State of New York adjudged that Agile does recover the sum of $190,443.62.

On October 12, 2023, the Supreme Court of the State of New York in the County of Albany entered a final judgment against the Company approving the request of the Workers’ Compensation Board of the State of New York, the plaintiff in the case, seeking recovery of an outstanding assessment/award in the sum of $7,500.

On November 10, 2023, Philip Falcone, individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that the Z4 Note had been issued to the Company, dated December 28, 2021, by Z4 Management, which was guaranteed by each of FFO1 and FFO2. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000.00 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 Management filed an Affidavit of Default affirming that the Z4Note was in default and requesting a judgment in the amount of $581,304 against Madison, FFO1, FFO2, and Mr. Falcone personally in favor of Z4 Management. On December 5, 2023, a judgement in favor Z4 Management in the sum of $581,304 was rendered against Madison, Mr. Falcone, FFO1 and FFO2.

ITEM 1A. RISK FACTORS

~~Madison~~We isare a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required ~~under~~ under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During~~On ~~the~~January ~~quarter~~10, of2023, ~~the~~we ~~fiscal~~sold ~~year~~a ~~covered~~total byof ~~this report~~$220,000 ~~(i)~~of ~~Madison~~notes ~~did~~payable ~~not~~that ~~modify~~may ~~the~~be ~~instruments~~converted ~~defining~~into ~~the~~our ~~rights~~Common ofStock ~~its~~at ~~shareholders, (ii)~~fixed noprices ~~rights~~ of $0.02 ~~any~~per ~~shareholders~~share, ~~were~~and ~~limited~~we orissued ~~qualified~~certain bynoteholders ~~any~~warrants ~~other~~to ~~class~~purchase an aggregate of ~~securities~~40,000,000 ~~and~~shares ~~(iii)~~of ~~Madison~~our ~~did~~Common ~~not sell any unregistered~~Stock, ~~equity~~exercisable ~~securities,~~for ~~except~~$0.02 asper ~~follows:~~share.

OnThe ~~March~~sale 1and the issuance of such securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Such determination was made based on the representations of such investors which included, ~~2022~~in pertinent part, wethat ~~granted~~such investors were either (A) an “accredited investor” within the meaning of Rule 501 of Regulation D or (B) a ~~Warrant~~“qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and upon such further representations from each investor that (i) such investors acquired the securities for its own account for investment and not for the account of any other person and not with a view to ~~Mr.~~or ~~Zenna~~for distribution, ~~our~~assignment or ~~Director~~resale in connection with any distribution within the meaning of the Securities Act, to(ii) ~~purchase~~such upinvestors agreed not to ~~500~~sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws,~~000~~ ~~shares~~or an exemption or exemptions from such registration are available, (iii) such investors had knowledge and experience in financial and business matters such that it was capable of evaluating the merits and risks of an investment in us, (iv) such investors had access to all of our ~~Common~~documents, ~~Stock~~records, atand $0books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of such offer and sale and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) such investors had no need for the liquidity in its investment in us and could afford the complete loss of such investment.~~025~~ ~~per~~In ~~share~~addition, there was no general solicitation or advertising for such securities issued in reliance upon these exemptions.

In 2022, we sold a total of $1,632,500 of notes payable, some of which are convertible into our Common Stock at fixed prices, and we issued certain noteholders, Warrants to purchase an aggregate of 17,350,000 shares of our Common Stock, on a cashless exercise basis, at prices ranging from $0.02 to $0.10 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

WeOn October 27, 2022, the Agent for the Investors notified us that certain Events of Default have ~~not~~occurred ~~yet~~and ~~made~~are continuing under the ~~$453,750~~Notes. ~~million~~On ~~interest~~November ~~payments~~21, on2022, we, the ~~senior~~Investors ~~secured~~and ~~Notes~~the ~~held~~Agent byentered ~~Arena~~into ~~Partners~~a LPForbearance ~~that~~Agreement, ~~were~~pursuant ~~due~~to onwhich, ~~April~~among 1,other ~~2022~~things, ~~July~~we 1acknowledged the outstanding principal balances of the Notes, ~~2022~~that ~~and~~we ~~October~~have 1an obligation for interest, ~~2022~~including default interest, fees and expenses in connection with the Notes, that we ~~are~~have ~~currently~~no inrights ~~discussions~~of offset, defenses, claims or counterclaims with ~~Arena~~respect ~~Capital~~to LPour onobligations and pursuant to a ~~plan~~side letter, dated as of ~~forbearance~~November 21, 2022, we agreed to achieve certain milestones by the dates as set forth therein. The Forbearance Agreement expired on December 30, 2022.

In January 2023, outstanding principal amounts under the Notes of not less than $16.5 million were accelerated by Arena in its capacity as Agent due to the occurrence of certain events of default under the Notes, which ultimately resulted in the Change of Control.

On January 28, 2023, the Agent for the Investors sent us an Event of Default/Notice of Intention to Seek Appointment of Receiver (the “Acceleration Notice”). The Acceleration Notice stated that the Agent and Investors (a) elected to cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof to become immediately due and payable in cash, (b) inform us of the Agent’s and Investors’ intent to commence legal action to collect any or all of the obligations under the Notes, and (c) seek the appointment of a receiver or trustee as a means of realizing proceeds on their collateral.

On February 1, 2023, we entered into a partial strict foreclosure agreement with the Investors pursuant to which we transferred ownership of our FCC licenses and other broadcast television assets to a third party entity controlled by the Investors and received $11,600,000 in credit toward our indebtedness to the Investors.

On February 3, 2023, we entered into a securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023.

On September 21, 2023, the Agent for the Notes sent us a notice that the Agent has exercised the Investors’ rights to vote the Pledged Assets and to exercise the rights, powers and privileges as Investors, to pass certain resolutions and to amend our bylaws to, among other things, (i) remove the Board of Directors and all officers of the Company, and (ii) reduce the number of the Board of Directors from three to one director. As a result of the Agent for the Notes sending such notice and exercising their rights to vote the Pledged Assets and exercising their rights, powers and privileges as Investors, the Change of Control occurred.

ITEM 4. MINE SAFETY DISCLOSURES

NoNot ~~report required~~applicable.

ITEM 5. OTHER INFORMATION

NoOn January 10, 2023, we entered into securities ~~report~~purchase ~~required~~agreements with two investors (the “January 10th SPAs”). Pursuant to the January 10th SPAs, we sold a total of $220,000 of notes (the “January Notes”) that may be converted into our Common Stock at fixed prices of $0.02 per share, and we issued such investors warrants (the “January Warrants”) to purchase an aggregate of 40,000,000 shares of our Common Stock, exercisable for $0.02 per share. Copies of the forms of the January 10th SPAs, January Notes and January Warrants are attached as Exhibit 10.4, 4.1 and 4.2, respectively, to this Form 10-Q. The foregoing descriptions of the January 10th SPAs, the January Notes and the January Warrants are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.4, 4.1 and 4.2, respectively.

On February 1, 2023, we entered into a partial strict foreclosure agreement with the Investors (the “Partial Strict Foreclosure Agreement”) pursuant to which we transferred ownership of our FCC licenses and other broadcast television assets to a third party entity controlled by the Investors and received $11,600,000 in credit toward our indebtedness to the Investors. Also on February 1, 2023, the Company, Sovryn, Station Break Holdings, LLC, the Investors and several financial institutions who were parties to a 2021 purchase agreement with the Company entered into a restructuring agreement (the “Restructuring Agreement”) pursuant to which, among other things, in order to help address the continuing events of default under outstanding indebtedness owed to the Investors, Station Break Holdings, LLC was formed in order to assume the right to certain transferred collateral previously held by Sovryn and assumed the rights to certain obligations of the rights to such collateral held by the secured parties identified in the Partial Strict Foreclosure Agreement, upon approval from the FCC. On February 1, 2022, Sovryn entered into a local marketing agreement (the “Local Marketing Agreement”) with Station Break Operating, LLC, whereby Sovryn granted Station Break Operating, LLC rights to utilize its broadcast transmission facilities and assets in exchange for the partial satisfaction of certain existing loan obligations of the Company and Sovryn in connection with the Partial Strict Foreclosure Agreement. Copies of the Partial Strict Foreclosure Agreement, the Restructuring Agreement and the Local Marketing Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 10-Q. –The Q2foregoing ~~Madison~~descriptions ~~Technologies~~of ~~Inc~~the Partial Strict Foreclosure Agreement the Restructuring Agreement and Local Marketing Agreement are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1, ~~Page~~10.2 38and 10.3, respectively.

On February 3, 2023, we entered into a securities purchase agreement (the “February 2023 SPA”) with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note (the “February 2023 Note”) that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023. Copies of the February 2023 SPA and the February 2023 Note are attached as Exhibits 10.5 and 4.3, respectively, to this Form 10-Q. The foregoing descriptions of the February 2023 SPA and February 2023 Note are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.5 and 4.3, respectively.

ITEM 6. EXHIBITS

(a)

Index to and Description of Exhibits

All ~~Exhibits~~exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Madison’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51302.

Exhibit	Description	~~Status~~
3.3	Certificate of Amendment dated March 9, 2015, filed as an Exhibit to Madison’s current report on Form 8-K filed March 11, 2015, and incorporated herein by reference	Filed
4.1*	Form of Note, dated January 10, 2023.
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
4.2*	Form of Warrant, dated January 10, 2023.
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
4.3*	Form of Note, dated February 3, 2023.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included
10.1	Partial Strict Foreclosure 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 by reference herein).
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included
10.2	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 by reference herein).
10.3	Local Marketing Agreement, dated February 1, 2023, by and between SovRyn Holdings, Inc and Station Break Operating, LLC (filed as Exhibit 10.22 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated by reference herein).
10.4*	Form of Securities Purchase Agreement, dated January 10, 2023.
10.5*	Form of Securities Purchase Agreement, dated February 3, 2023.
31.1*	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Form~~* ~~10-Q~~Filed ~~– Q2 Madison Technologies Inc~~herewith. ~~Page 39~~

Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, Madison Technologies, Inc. has caused this report to be ~~signed~~ signed on its behalf by the undersigned duly authorized person.

	Madison Technologies, Inc.
	Madison Technologies Inc.
Dated: November 14, 2022	By:	/s/ Philip Falcone
Dated: March 28, 2024	By:	/s/ Thomas Amon
	Name:	~~Philip~~Thomas ~~Falcone~~Amon
	Title:	~~President~~Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
		(Principal Executive Officer)

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