Business Description

Summary Madison Technologies Inc. (“Madison” or the “Company” or “we” or “us” or “our”) is a Nevada corporation that was incorporated on June 15, 1998. Madison Technologies Inc. is seeking to create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications network designed to bring the most up-to-date cryptocurrency information and entertainment to the masses in the U.S. and around the world. We believe there is an information void in the blockchain global community where there is no credible, reliable and unbiased source for the most up-to-date information. We created BCTV to fill that void with a live broadcast network and distribution platform to deliver unbiased information in the global blockchain marketplace. We intend for BCTV to engage with viewers by bringing experts, entrepreneurs and entertainment programming into their living rooms and on their devices with a focus on unpacking trends, separating fact from fiction and providing insight into the volatile global marketplace. The BCTV live news programming will be delivered by a team of anchors who will provide breaking news, in-depth stories and interviews around the clock in studio settings and on location through contributing journalists. Our vision is to broadcast BCTV initially from Niagara Falls in Ontario, Canada and to expand our broadcast locations to markets with relatively large numbers of people and businesses connected to the cryptocurrency marketplace. Product and Services To achieve the North American rollout, we are focusing on strategic partnerships and distribution deals that deliver BCTV to households through over-the-air television stations, through television distributors and through alternative distribution platforms such as Roku, Hulu, YouTube, Pluto and Xumo. The core revenue streams envisioned for BCTV media content would be generated by selling advertising and sponsorships. We seek to supplement core revenues by transacting through e-commerce with our audience. Building, growing and knowing your audience is a significant factor in developing core and supplemental revenues. 1 Recent Developments On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors, LP (collectively, the “Investors”) pursuant to which we issued convertible notes in an aggregate principal amount of $16.5 million for an aggregate purchase price of $15 million (collectively, the “Notes”). We used proceeds from the Notes to enable our wholly owned subsidiary, SovRyn Holdings Inc. (“Sovryn”), to acquire KNET and KNLA, Class A television stations in Los Angeles, California, KVVV, a low power television station in Houston, Texas, and KYMU-LD, a low power television station in Seattle, Washington. The Notes accrued interest at a rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. We did not make the $0.4 million interest payments on the Notes that were due on April 1, 2022, July 1, 2022, October 1, 2022, and December 31, 2022, and accrued default interest accordingly. The Notes were secured by a blanket lien on all of the Company’s assets and the shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) and the Company’s preferred stock, par value $0.001 per share (collectively, the “Pledged Assets”), held by Philip Falcone, FFO 1 2021 Irrevocable Trust (“FFO1”), FFO 2 2021 Irrevocable Trust (“FFO2”) and Korr Value LP (collectively, the “Pledgors”), which shares the Investors had been granted the right to vote in the event of default. On February 1, 2023, pursuant to an agreement with the Investors, Sovryn was sold to the lender. The net assets of Sovryn at the time of disposition totalled $9,159,907, which was used to partially settle the principal balance of the senior secured notes, which totalled $16,500,000. The transaction was accounted for as a non-cash settlement.…