Madison Tech Restates 2022, Faces Debt Defaults Amid Leadership Shake-Up

TL;DR

**MDEX is a distressed asset with no revenue, a history of financial misstatements, and a recent forced leadership change – avoid at all costs.**

AI Summary

Madison Technologies Inc. (MDEX) filed a restated 10-K for the fiscal year ended December 31, 2023, revealing significant financial errors and a change of control. The company reported no revenue for 2022, both previously and restated. The restatement adjusted the net loss for 2022 from a previously reported $(13,139,810) to a restated $(12,909,394), a positive change of $230,416. Key adjustments included a decrease in derivative liabilities by $4,429,329 and a decrease in senior secured notes by $202,174, while accounts payable and accrued liabilities increased by $75,875. The company experienced a change of control on September 21, 2023, when Arena Investors, LP exercised its right to vote pledged interests, removing the previous board and officers and appointing Thomas Amon as the sole director and executive. MDEX is attempting to launch BlockchainTV (BCTV), a 24/7 cryptocurrency news network, but has minimal operations and nominal assets, primarily cash, since October 2023. The company defaulted on approximately $3.5 million in debt obligations, including accrued interest and late fees, in addition to those owed to Arena Investors, LP.

Why It Matters

Madison Technologies' restatement of its 2022 financials, coupled with a forced change of control and significant debt defaults, signals severe operational and governance issues. For investors, this highlights extreme risk and a lack of financial stability, making any investment highly speculative. Employees face an uncertain future given the minimal operations and a single executive managing all key roles. Customers and the broader market for its proposed BlockchainTV (BCTV) venture should be wary of the company's ability to execute its plans, especially when competing against established media giants like Bloomberg and Comcast's CNBC.

Risk Assessment

Risk Level: high — The risk level is high due to the restatement of 2022 financial statements for material errors, indicating poor internal controls. The company has no revenue and has defaulted on approximately $3.5 million in debt obligations, including those to Arena Investors, LP, which led to a change of control. Furthermore, MDEX has minimal operations and nominal assets, consisting almost entirely of cash, since October 2023.

Analyst Insight

Investors should avoid Madison Technologies (MDEX) due to its severe financial instability, lack of revenue, and significant debt defaults. The recent restatement and change of control indicate deep-seated operational and governance problems, making any future success highly improbable.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

$-12,909,394

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the year ended December 31, 2022 (restated and previously reported))
• $(12,909,394) — Net Loss (for the year ended December 31, 2022 (restated))
• $230,416 — Change in Net Loss (positive change from previously reported $(13,139,810) to restated $(12,909,394))
• $4,429,329 — Decrease in Derivative Liabilities (due to restatement for 2022)
• $202,174 — Decrease in Senior Secured Notes (due to restatement for 2022)
• $3,500,000 — Aggregate Debt in Default (excluding obligations to Arena and Z4, as of August 21, 2025)
• $9,159,907 — Reduction in Indebtedness (under convertible notes due to Partial Strict Foreclosure Agreement)
• 1,603,095,243 — Shares of Common Stock Outstanding (as of August 21, 2025)
• $37,565,946 — Market Value of Non-Affiliate Equity (as of June 30, 2022)
• 1 — Total Employees (as of August 21, 2025)

Key Players & Entities

• Madison Technologies Inc. (company) — registrant
• MDEX (company) — ticker symbol
• Arena Investors, LP (company) — investor and agent for convertible notes
• Thomas Amon (person) — sole director, President, Secretary, Treasurer, CEO, CFO, Principal Executive Officer, Principal Accounting Officer
• Philip Falcone (person) — removed from Board of Directors
• Warren Zenna (person) — removed from Board of Directors
• BlockchainTV (company) — proposed 24/7 television broadcast and streaming network
• SovRyn Holdings, Inc (company) — subsidiary with discontinued operations
• SEC (regulator) — U.S. Securities and Exchange Commission
• FCC (regulator) — Federal Communications Commission

FAQ

Risk Factors

• Significant Debt Obligations and Default Risk [high — financial]: MDEX has defaulted on approximately $3.5 million in debt obligations, excluding amounts owed to Arena Investors, LP and Z4. This default, coupled with previous financial restatements and a change of control, indicates severe financial distress and a high risk of further defaults.
• Minimal Operations and Assets [high — operational]: Since October 2023, the company has minimal operations and nominal assets, primarily cash. This lack of substantial operational infrastructure and assets poses a significant risk to its ability to execute its business plan, particularly the launch of BlockchainTV.
• Change of Control and Governance Instability [high — legal]: A change of control occurred on September 21, 2023, with Arena Investors, LP exercising voting rights, leading to the removal of previous management and board. This instability in governance creates uncertainty regarding strategic direction and operational execution.
• Restatement of Financial Statements [medium — financial]: The company restated its 2023 10-K due to significant financial errors, adjusting the net loss for 2022 by $230,416. This indicates weaknesses in internal controls and financial reporting, increasing the risk of future misstatements.
• Dependence on BlockchainTV Launch Success [high — market]: The company's future prospects are heavily reliant on the successful launch and adoption of BlockchainTV. Any delays or failure in this venture could lead to a complete loss of investor capital.
• High Indebtedness and Equity Dilution [high — financial]: The company has substantial indebtedness, including a $9,159,907 reduction in indebtedness under convertible notes due to a Partial Strict Foreclosure Agreement. The large number of outstanding shares (1,603,095,243) also suggests potential for significant equity dilution.

Industry Context

The cryptocurrency news network sector is highly competitive and rapidly evolving, with established players and new entrants constantly vying for audience attention. Success requires significant investment in technology, content, and marketing, alongside navigating complex regulatory landscapes. Madison Technologies' focus on BlockchainTV places it in a niche but volatile segment of the media and blockchain industries.

Regulatory Implications

The company's financial restatements and change of control events may attract scrutiny from the SEC regarding internal controls and financial reporting accuracy. Failure to comply with reporting requirements or address underlying financial issues could lead to further regulatory action.

What Investors Should Do

1. Exercise extreme caution due to severe financial distress, including defaults and a history of financial errors.
2. Thoroughly investigate the viability and execution plan for BlockchainTV, as it represents the company's sole apparent future revenue source.
3. Assess the impact of the change of control on future strategy and the ability of new management to navigate the company out of its current financial difficulties.
4. Monitor any further debt obligations or defaults, as the current $3.5 million in default is a significant red flag.

Key Dates

• 2023-09-21: Change of Control — Arena Investors, LP exercised voting rights, leading to a complete change in board and executive management, signaling a shift in control and strategy.
• 2023-10-01: Minimal Operations Established — Company operations became minimal, primarily holding cash, indicating a transition phase or lack of active business development.
• 2025-08-21: Aggregate Debt in Default Specified — Approximately $3.5 million in debt obligations were in default, excluding certain other significant obligations, highlighting severe financial distress.

Glossary

Restated 10-K

An amended annual report filed with the SEC to correct previously reported financial information. (Indicates significant errors in the original filing and requires careful review of the corrected financial data.)

Derivative Liabilities

Financial obligations that derive their value from an underlying asset, index, or rate. Changes in these can significantly impact a company's financial statements. (A decrease of $4,429,329 in derivative liabilities was a key adjustment in the restatement, impacting net loss.)

Senior Secured Notes

Debt instruments that are backed by specific collateral, giving holders a priority claim in case of default. (A decrease of $202,174 in these notes was part of the restatement, affecting the company's debt structure.)

Change of Control

An event that results in a transfer of ownership or control of a company to a new party. (A change of control occurred, leading to new management and a potential shift in company strategy and operations.)

Partial Strict Foreclosure Agreement

A legal agreement where a lender takes possession of collateral to satisfy a debt, often resulting in a reduction of the debt amount. (Led to a $9,159,907 reduction in indebtedness under convertible notes, indicating debt restructuring or resolution.)

Year-Over-Year Comparison

The restated 10-K for 2023 reveals a company with no revenue in 2022, a slight improvement in net loss due to accounting adjustments, and significant operational and financial challenges. Key changes include a substantial decrease in derivative liabilities and senior secured notes, offset by an increase in accounts payable. The most critical development is the change of control and the company's current state of minimal operations and significant debt defaults, presenting a starkly different and more precarious financial picture than any prior filing might have suggested.

Key Financial Figures

• $0.001 — tion 12(g) of the Act: Common stock - $0.001 par value (Title of Class) Indicate
• $0.828 — sing price of our Common Stock equal to $0.828 per share on such date. Shares of Commo
• $16.5 million — tes in an aggregate principal amount of $16.5 million for an aggregate purchase price of $15
• $15 million — lion for an aggregate purchase price of $15 million (collectively, the "Notes"). We used pr
• $0.4 million — n event of default. We did not make the $0.4 million interest payments on the Notes that wer
• $3.5 million — ove, with an aggregate of approximately $3.5 million currently in default, including accrued
• $9,159,907 — uce the indebtedness under the Notes by $9,159,907. As a result, the revenues, expenses, a
• $5.3 million — cline. We have incurred net losses of $5.3 million and $12.9 million for the years ended D
• $12.9 million — incurred net losses of $5.3 million and $12.9 million for the years ended December 31, 2023 a
• $28.9 million — 31, 2023, we had accumulated deficit of $28.9 million. We are not certain whether or when we
• $500,000 — nd had an original principal balance of $500,000 with an interest rate of 12% per annum.

Filing Documents

• g084595_10-k.htm (10-K) — 1795KB
• g084595_ex21-1.htm (EX-21.1) — 2KB
• g084595_ex31-1.htm (EX-31.1) — 8KB
• g084595_ex32-1.htm (EX-32.1) — 5KB
• img001_v18.jpg (GRAPHIC) — 21KB
• 0001753926-25-001384.txt ( ) — 8834KB
• mdex-20231231.xsd (EX-101.SCH) — 80KB
• mdex-20231231_cal.xml (EX-101.CAL) — 49KB
• mdex-20231231_def.xml (EX-101.DEF) — 269KB
• mdex-20231231_lab.xml (EX-101.LAB) — 491KB
• mdex-20231231_pre.xml (EX-101.PRE) — 371KB
• g084595_10-k_htm.xml (XML) — 1526KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 19 Item 2.

Properties

Properties 19 Item 3.

Legal Proceedings

Legal Proceedings 19 Item 4. Mine Safety Disclosures 20 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item 6.

Selected Financial Data

Selected Financial Data 23 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 28 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 Item 9A.

Controls and Procedures

Controls and Procedures 29 Item 9B. Other Information 31 PART III Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11.

Executive Compensation

Executive Compensation 35 Item 12.

Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters 36 Item 13. Certain Relationships and Related Transactions, and Director Independence 38 Item 14. Principal Accountant Fees and Services 38 Item 15. Exhibits, Financial Statement Schedules 39 Items 16. Form 10-K Summary 43

SIGNATURES

SIGNATURES 44 i EXPLANATORY NOTE Madison Technologies, Inc. (the "Company") is restating its previously issued audited consolidated financial statements as of and for the year ended December 31, 2022, in the 2023 Annual Report on Form 10-K (the "Restatement"). The Restatement results from the identification of errors related to the accounting for revenue, expenses, assets and liabilities and reclassification of the presentation of certain operating costs and expenses of continuing operations and discontinued operations. The restatement also includes previously unrecorded adjustments, including out of period errors, being recorded in the correct accounting period. Impacts for periods prior to 2022 have been accumulated and presented as an adjustment to the beginning balance of retained earnings as of December 31, 2021. The Company has assessed the materiality of these errors in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99 ("SAB"), Materiality and SAB No. 108, Quantifying Financial Statement Misstatements, and has concluded that the errors are material to the financial statements and therefore the consolidated financial statements as of and for the year ended December 31, 2022 should be restated. For a more detailed description of the financial impact of the restatement, see Note 2 - Correction of Errors in Previously Reported 2022 Annual Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. 2022 (Restated) 2022 (Previously Reported) Change ASSETS Current assets Prepaid Expense $ 12,721 $ 12,721 $ — Total current assets 12,721 12,721 — Assets from discontinued operations 11,726,332 11,726,332 — Investments — 100 (100 ) Total assets $ 11,739,053 $ 11,739,153 $ (100 ) LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIENCY Current liabilities Accounts payable and accrued liabilities $ 817,274 $ 741,399 $

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View this 10-K filing on SEC EDGAR