MDEX 10-K & 10-Q changes, risk factors and insider trading
Madison Technologies Inc. · OTC · Retail-Miscellaneous Retail · CIK 1318268 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Discontinued Operations”
Removed heading “Net Cash from Discontinued Operations”
Removed heading “Discontinued Operations”
Largest changes
“Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.”see in full comparison
“Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.”see in full comparison
“The independent auditors’ reports accompanying our December 31, 2024 and 2023 financial statements in this Annual Report contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Such consolidated financial statements 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.”see in full comparison
“Our consolidated financial statements have been prepared on a going concern basis and, accordingly, do not include any adjustments relating to the recoverability and realization of assets or the classification of liabilities that might be necessary should we be unable to continue in operation.”see in full comparison
Full comparison: every changed paragraph (25)
On January 31, 2026, Vincent DeVito was appointed to our board of directors.
Our consolidated financial statements included
herein have been prepared assuming that we will continue ason a going concern basis and, accordingly, do not include any adjustments relating
to the recoverability and realization of assets andor the classification of liabilities that might be necessary should we be unable to continue
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 stock or debt securities and further implement our business plan.
Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.
We expect to raise additional capital through, among other means, the issuance of equity or debt securities and the continued execution of our business plan.
General
and administrative expenses decreasedincreased to $54,063$188,298 for the year ended December 31, 2024,2025, from $426,757$54,063 for the year ended December
31, 2023.2024. The decreaseincrease was primarily because of theinsurance expensesexpense necessaryfor tocoverage processadded ourin SECNovember filings and transfer Sovryn to the Investors.2024.
Professional
fees increased to $311,360 for the year ended December 31, 2025, from $248,101 for the year ended December 31, 2024, from $140,434 for the year ended December 31, 2023.2024. The increase
was primarily because of the professional fees necessary to prepare and audit our financial statements, file our 2024 Annual Report
on Form 10-K10-K, andour the2025 expensesQuarterly for the transfer of Sovryn to the Investors that resulted in a $9,159,907 reduction in principal
on the senior secured notesReports on FebruaryForm 1, 2023.10-Q.
Total
amortization expense and interest expense decreased to $2,498,385$2,480,965 for the year ended December 31,
2024, 2025, from $4,724,398for$2,498,385 for the
year ended December 31, 2023.2024. Amortization expense is derived from discounts recognized when we issued
debt and then amortized
the discount over the terms of the debt. Most of our debt matured in 2023 and the discounts were fully
amortized in 2023. In 2024,
we amortized all the remaining debt discounts.discounts and recognized $130,226 in amortization expense.
Discontinued
Operations
Our
loss from discontinued operations was $Nil for the year ended December 31, 2024 as compared to a loss of $9,709 for the year ended
December 31, 2023. Effective February 1, 2023, we entered into an agreement with a lender in which we exchanged our ownership
of the assets associated with Sovryn’s broadcast television business in exchange for a $9,159,907 reduction in our obligation
for the senior secured notes. As a result, the revenues, expenses, assets and liabilities of Sovryn are included as discontinued
operations for the year ended December 31, 2023. The 2023 loss resulted from Sovryn’s operations for the month of January
2023.
Net
loss decreasedincreased to $2,980,623 for the year ended December 31, 2025, from $2,800,549 for the year ended December 31, 2024, from $5,301,298 for the year ended December 31, 2023.2024. The increase
decrease was primarily the result of decreasesincreases in amortized interest expense and general and administrative expenses. The net
loss from continuing operations per basicexpenses and dilutedprofessional share was $0.0017 and $0.0033, respectively, with basic and diluted
weighted averages shares outstanding of 1,603,095,243 for the respective periods.fees. The net loss from discontinued operations
per basic and diluted share was $0.0000$0.0019 and $0.0000,$0.0017, respectively, with basic and diluted weighted averages shares outstanding
outstanding of 1,603,095,2431,603,506,202 for the respective periods.
As
at December 31, 2025 and 2024, we had $Nil in cash and a $20,386,295 working capital deficit, compared to cash of $Nil and working capital
deficit of $17,585,746$23,310,668 asand at$20,386,294, December 31, 2023. respectively.
The increase in the working capital deficit primarily resulted from the transfer
additional accruals of all Sovryn assetsinterest on Februaryour 1,debt 2023and accordingloans
from toour principal shareholder, the Partial Foreclosure Agreement with the lenders (Investors).Investors.
Net
Cash Used in Continuing Operating Activities
We
used $394,617$330,965 in cash from continuing operating activities for the year ended December 31 2024,2025, compared
to cash used of $323,288$394,617 from continuing operating
activities during the year ended December 31, 2023.2024.
Net
Cash from Discontinued Operations
For
the year ended December 31, 2024, we used $Nil of cash in discontinued operating activities. For the year ended December 31, 2023,
we used $40,422 of cash in discontinued operating activities which ceased on February 1, 2023, The decrease resulted from the
transfer of our ownership of Sovryn on February 1, 2023 according to the Partial Foreclosure Agreement with the Investors.
Discontinued
Operations
In
the fourth quarter of 2022, 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 sought to exit Sovryn’s business and reduce Madison’s
senior debt it incurred in connection with acquiring Sovryn’s assets and creating its business. As a result, Sovryn is recognized
as a discontinued operation in the accompanying consolidated financial statements for the year ended December 31, 2023. The previous
year’s assets, liabilities and expenses have been similarly classified for comparative purposes. The following is a summary
of Sovryn for the years ended December 31, 2024 and 2023:
Our consolidated financial statements have been prepared on a going concern basis and, accordingly, do not include any adjustments relating to the recoverability and realization of assets or the classification of liabilities that might be necessary should we be unable to continue in operation.
Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.
We expect to raise additional capital through, among other means, the issuance of equity or debt securities and the continued execution of our business plan.
The
independent auditors’ reports accompanying our December 31, 2024 and 2023 financial statements in this Annual Report contain
an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Such consolidated financial
statements 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.
As at December 31, 2025 and 2024, respectively, $725,582 and $394,617 were due our principal shareholder. These amounts were received to support the Company’s working capital requirement, and it is unsecured, non-interest bearing and payable on demand.
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 year
ended December 31, 2024 and 2023, we incurred fees to GreenRock LLC $Nil and $70,000 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 therefore, the Investors agreed to reduce the indebtedness under the Notes by $9,159,907.
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.
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 appointed himself as the Company’s
President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.
What changed in the latest 10-Q
Risk Factors
Not required under Regulation S-K for smaller reporting companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Net loss decreased tosee in full comparison$660,455$613,526 for the three months endedMarchJune31,30, 2026, from$709,477$718,482 for the three months endedMarchJune31,30, 2025. Net loss decreased to $1,273,981 for the six months ended June 30, 2026, from $1,427,959 for the six months ended June 30, 2025. The decrease was primarily the result of decreases in general and administrative expense, professional fees and interest expense. The net loss per basic and diluted share was $0.0004 and$0.0004,$0.0007respectively,forwiththebasicthree-month periods ended June 30, 2026 and 2025, respectively and $0.0007 and $0.0009 for the six-month periods ended June 30, 2026 and 2025, respectively. Basic and diluted weighted averages sharessharesoutstandingofwere1,678,095,2431,731,208,796 and 1,704,798,742 for the three and six month periods ended June 30, 2026 compared to 1,603,095,243 for the respective 2025 periods.
Professional fees decreased tosee in full comparison$46,707$35,957 for the three months endedMarchJune31,30, 2026, from$56,904$80,270 for the three months endedMarchJune31,30, 2025. Professional fees decreased to $82,664 for the six months ended June 30, 2026, from $137,174 for the six months ended June 30, 2025. The decreasedecreasewas primarily because of thenon-recurringexpenses incurred in thequarterpriorendedyear’sMarchsix-month31, 2025period forservicesprocessingofmultipleanSECindependent firm to perform valuations of the Company’s debt and equity instruments to support accounting for the instruments in the Company’s financial statements.filings.
General and administrative expensessee in full comparisondecreasedincreased to$39,646$48,321 for the three months endedMarchJune31,30, 2026, from$60,976$40,046 for the three months ended June 30, 2025. General and administrative expenses decreased to $87,968 for the six months endedMarchJune31,30, 2026, from $101,022 for the six months ended June 30, 2025. The decrease was primarily because of the expenses incurred in the prioryear’year’s six-monthquarterperiod for processing multiple SEC filings.
We usedsee in full comparison$197,432$282,662 in cash from continuing operating activities for thethreesix months endedMarchJune31,30, 2026, compared to cash used of$90,693$128,690 fromfromcontinuing operating activities during thethreesix months endedMarchJune31,30, 2025. The increase innetcash used in operating activities in 2026 resulted fromincreasingpayments to vendorstothatreducereducedamountsourtheaccountsCompanypayableowed.balance.
Net cash provided by financing activities wassee in full comparison$197,342$282,662 during thethreesix months endedMarchJune31,30, 2026, compared to$90,693$128,690 of cash provided by financing activities during thethreesix months endedMarchJune31,30, 2025. The increase innetcash provided by financing activities in 2026 resulted fromborrowing fundsborrowings fromour primary shareholderArena to make payments to vendors that reducedamountsourtheaccountsCompanypayableowed.balance.
“In August 2026, we relocated our principal executive office, at which minimal operations are conducted and which we do not own or lease, to 405 Lexington Avenue, 59th floor, New York, New York.”see in full comparison
Full comparison: every changed paragraph (12)
In August 2026, we relocated our principal executive office, at which minimal operations are conducted and which we do not own or lease, to 405 Lexington Avenue, 59th floor, New York, New York.
Three
and Six Months Ended MarchJune 31,30, 2026 and 2025
General
and administrative expenses decreasedincreased to $39,646$48,321 for the three months ended MarchJune 31,30, 2026, from $60,976$40,046 for the three months ended
June 30, 2025. General and administrative expenses decreased to $87,968 for the six months ended MarchJune 31,30, 2026, from $101,022
for the six months ended June 30, 2025. The decrease was primarily because of the expenses incurred in the prior year’year’s
six-month quarterperiod for processing
multiple SEC filings.
Professional
fees decreased to $46,707$35,957 for the three months ended MarchJune 31,30, 2026, from $56,904$80,270 for the three months ended MarchJune 31,30, 2025. Professional
fees decreased to $82,664 for the six months ended June 30, 2026, from $137,174 for the six months ended June 30, 2025. The decrease
decrease was primarily because of the non-recurring expenses incurred in the quarterprior endedyear’s Marchsix-month 31, 2025period for servicesprocessing ofmultiple anSEC independent
firm to perform valuations of the Company’s debt and equity instruments to support accounting for the instruments in the
Company’s financial statements.filings.
Interest
expense decreased to $574,102$529,248 for the three months ended MarchJune 31,30, 2026, from $591,597$598,166 for the three months ended MarchJune 31,30, 2025.
Interest expense decreased to $1,103,350 for the six months ended June 30, 2026, from $1,189,763 for the six months ended June 30, 2025.
Net
loss decreased to $660,455$613,526 for the three months ended MarchJune 31,30, 2026, from $709,477$718,482 for the three months ended MarchJune 31,30, 2025. Net
loss decreased to $1,273,981 for the six months ended June 30, 2026, from $1,427,959 for the six months ended June 30, 2025. The
decrease was primarily the result of decreases in general and administrative expense, professional fees and interest expense.
The net loss per basic and diluted share was $0.0004 and $0.0004,$0.0007 respectively,for withthe basicthree-month periods ended June 30, 2026 and 2025, respectively
and $0.0007 and $0.0009 for the six-month periods ended June 30, 2026 and 2025, respectively. Basic and diluted weighted averages
shares shares
outstanding ofwere 1,678,095,2431,731,208,796 and 1,704,798,742 for the three and six month periods ended June 30, 2026 compared to 1,603,095,243
for the respective 2025 periods.
As
at MarchJune 31,30, 2026, we had $Nil in cash and a $23,971,123$24,572,149 working capital deficit, compared to cash of $Nil and working capital
deficit of $23,310,668 as at December 31, 2025. The increase in the working capital deficit primarily resulted from the accrual
of interest on our debt.
We
will require additional capital to meet our long- and short-term operating requirements. For the threesix months ended MarchJune 31,30,
2026, our principal source of liquidity was our cash that we obtained from funds provided by the Investors. Our principal use
of cash was to fund operations. We expect that the principal uses of cash in the future will be for continuing operations associated
with rolling out our business plan and repayment of notes payable that are not converted into our Common Stock or renegotiated.
We
used $197,432$282,662 in cash from continuing operating activities for the threesix months ended MarchJune 31,30, 2026, compared to cash used of $90,693$128,690
from from
continuing operating activities during the threesix months ended MarchJune 31,30, 2025. The increase in net cash used in operating activities
in 2026 resulted
from increasing payments to vendors tothat reducereduced amountsour theaccounts Companypayable owed.balance.
Net
cash provided by financing activities was $197,342$282,662 during the threesix months ended MarchJune 31,30, 2026, compared to $90,693$128,690 of cash provided
by financing activities during the threesix months ended MarchJune 31,30, 2025. The increase in net cash provided by financing activities in 2026
resulted from borrowing fundsborrowings from our primary shareholderArena to make payments to vendors that reduced amountsour theaccounts Companypayable owed.balance.
No
cash was used in investing activities during the threesix months ended MarchJune 31,30, 2026 and 2025.
MDEX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MDEX (13F)
None of the 59 investors we track reported a position in their latest 13F.