Madison Tech Plunges Deeper into Debt Amid Leadership Shake-Up

TL;DR

**MDEX is a distressed asset with minimal operations, significant debt defaults, and an uncertain future; avoid.**

AI Summary

Madison Technologies Inc. (MDEX) reported net losses of $2.9 million in 2024 and $5.3 million in 2023, accumulating a deficit of $20.5 million as of December 31, 2024. The company aims to launch BlockchainTV (BCTV), a 24/7 cryptocurrency information network, but its operations have been minimal since a significant change of control in October 2023. This change resulted from a default on $16.5 million in convertible notes issued to Arena Investors, LP, leading to the sale of its subsidiary SovRyn Holdings Inc. and its television station assets, valued at $9,159,907, to partially settle the debt. Furthermore, the company is in default on approximately $3.5 million in other debt obligations, including a $581,304 promissory note to Z4 Mgmt. LLC. The new sole director and officer, Thomas Amon, is strategizing to resolve these defaults and potentially revive BCTV, but success is not guaranteed.

Why It Matters

Madison Technologies' precarious financial state and leadership upheaval create significant uncertainty for investors, employees, and potential customers of its envisioned BlockchainTV. The company's inability to service its $16.5 million debt to Arena Investors, LP, and an additional $3.5 million in defaults, including a $581,304 note to Z4 Mgmt. LLC, highlights severe operational and financial mismanagement. This situation casts a long shadow over its competitive aspirations in the fragmented cryptocurrency media market, where established players like Bloomberg and Comcast's CNBC already operate, making it difficult for MDEX to attract talent, secure partnerships, or gain market share.

Risk Assessment

Risk Level: high — Madison Technologies has a history of losses, reporting net losses of $2.9 million in 2024 and $5.3 million in 2023, with an accumulated deficit of $20.5 million. The company is in default on approximately $3.5 million in debt obligations, including a $581,304 promissory note to Z4 Mgmt. LLC, and previously defaulted on $16.5 million in notes to Arena Investors, LP, leading to a change of control and asset forfeiture.

Analyst Insight

Investors should exercise extreme caution and likely avoid Madison Technologies Inc. given its substantial debt defaults, minimal operations, and a highly uncertain business outlook. The company's history of losses and recent change of control indicate significant financial instability and a high risk of further capital impairment.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$2.9 million

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $2.9 million — Net Loss (for the year ended December 31, 2024)
• $5.3 million — Net Loss (for the year ended December 31, 2023)
• $20.5 million — Accumulated Deficit (as of December 31, 2024)
• $16.5 million — Principal Balance of Convertible Notes (defaulted and accelerated by Arena Investors, LP)
• $9,159,907 — Net Assets of Sovryn (used to partially settle Arena debt)
• $3.5 million — Aggregate Outstanding Debt Obligations (currently in default, including interest and fees)
• $581,304 — Revised Principal Balance of Z4 Note (in default as of October 1, 2023)
• 1,603,095,243 — Shares of Common Stock Outstanding (as of October 27, 2025)
• $1,064,559 — Aggregate Market Value of Non-Affiliate Equity (as of June 30, 2023)
• 1 — Total Employees (serving multiple executive roles)

Key Players & Entities

• Madison Technologies Inc. (company) — registrant
• Arena Investors, LP (company) — investor and secured lender
• SovRyn Holdings Inc. (company) — wholly owned subsidiary sold to lender
• Philip Falcone (person) — former director and officer, guarantor of Z4 Note
• Thomas Amon (person) — sole director and officer post-Change of Control
• Z4 Mgmt. LLC (company) — lender of a $500,000 promissory note
• Bloomberg (company) — major media competitor
• Comcast (company) — major media competitor
• U.S. Securities and Exchange Commission (regulator) — regulates filings
• Federal Communications Commission (regulator) — regulates broadcast licenses

FAQ

Risk Factors

• Significant Debt Obligations and Defaults [high — financial]: MDEX is facing severe financial distress with $16.5 million in defaulted convertible notes to Arena Investors, LP, and an additional $3.5 million in other defaulted debt. The company has already sold its subsidiary SovRyn Holdings Inc. for $9,159,907 to partially settle the Arena debt, indicating a significant asset depletion to manage liabilities.
• Minimal Operations Post-Change of Control [high — operational]: Following a change of control in October 2023, MDEX's operations have been minimal. The company's primary focus appears to be resolving existing debt issues rather than actively developing or launching its proposed BlockchainTV (BCTV) network.
• Accumulated Deficit and Net Losses [high — financial]: The company reported net losses of $2.9 million in 2024 and $5.3 million in 2023, leading to an accumulated deficit of $20.5 million as of December 31, 2024. This ongoing financial deterioration raises substantial doubts about the company's ability to continue as a going concern.
• Default on Promissory Note to Z4 Mgmt. LLC [medium — legal]: MDEX is in default on a $581,304 promissory note to Z4 Mgmt. LLC. This is one of several debt obligations the company is struggling to meet, highlighting a pattern of financial mismanagement and potential legal challenges.
• Uncertainty of BlockchainTV Launch and Viability [medium — market]: The proposed launch of BlockchainTV (BCTV) is contingent on resolving current financial defaults and securing future funding. The cryptocurrency information network market is also highly competitive and subject to rapid technological changes and regulatory scrutiny.

Industry Context

Madison Technologies Inc. operates in the nascent but rapidly evolving cryptocurrency information network sector. This industry is characterized by high volatility, intense competition from established media outlets and new digital platforms, and significant regulatory uncertainty globally. Success requires robust technological infrastructure, accurate and timely information dissemination, and the ability to adapt to changing market dynamics and investor sentiment.

Regulatory Implications

The cryptocurrency space is subject to increasing regulatory scrutiny worldwide. MDEX's proposed BlockchainTV network could face compliance challenges related to financial reporting, data privacy, and the promotion of digital assets. Failure to navigate these evolving regulations could lead to fines, operational restrictions, or hinder market adoption.

What Investors Should Do

1. Monitor debt resolution progress
2. Assess viability of BlockchainTV
3. Evaluate management's turnaround strategy

Key Dates

• 2023-10-01: Default on Z4 Mgmt. LLC promissory note — Indicates ongoing financial distress and default on multiple debt obligations.
• 2023-10: Change of Control and default on Arena Investors convertible notes — Led to the sale of SovRyn Holdings Inc. and significantly altered the company's operational and financial structure.
• 2024-12-31: Accumulated deficit reached $20.5 million — Highlights the company's long-term financial struggles and negative equity position.
• 2024-12-31: Net loss of $2.9 million reported — Continues the trend of unprofitability, raising concerns about future viability.

Glossary

Accumulated Deficit

The total cumulative net losses of a company that have not been offset by net income or other gains. (MDEX has a significant accumulated deficit of $20.5 million, indicating a history of unprofitability.)

Convertible Notes

Debt instruments that can be converted into a predetermined amount of equity in the issuing company. (MDEX defaulted on $16.5 million in convertible notes, leading to a change of control and asset sales.)

Change of Control

A transaction or event that results in a change in the ownership or control of a company. (A change of control occurred in October 2023, impacting MDEX's operations and debt situation.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future. (The company's significant net losses and debt defaults raise substantial doubt about its ability to continue as a going concern.)

Year-Over-Year Comparison

Information for comparison to a previous filing is not available in the provided text. However, the current filing indicates a worsening financial position with continued net losses in 2024 ($2.9 million) compared to 2023 ($5.3 million), and an increasing accumulated deficit to $20.5 million. The company has also experienced a significant change of control and is facing multiple debt defaults, suggesting a highly distressed financial situation.

Key Financial Figures

• $0.001 — tion 12(g) of the Act: Common stock - $0.001 par value (Title of Class) Indicate
• $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
• $9,159,907 — ryn at the time of disposition totalled $9,159,907, which was used to partially settle the
• $16,500,000 — he senior secured notes, which totalled $16,500,000. The transaction was accounted for as a
• $3.5 million — ove, with an aggregate of approximately $3.5 million currently in default, including accrued
• $2.9 million — cline. We have incurred net losses of $2.9 million and $5.3 million for the years ended De
• $5.3 million — incurred net losses of $2.9 million and $5.3 million for the years ended December 31, 2024 a
• $20.5 million — 31, 2024, we had accumulated deficit of $20.5 million. We are not certain whether or when w
• $500,000 — nd had an original principal balance of $500,000 with an interest rate of 12% per annum.
• $581,304 — e, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of
• $4.6 million — ans, with an aggregate of approximately $4.6 million and $4.1 million of principal, accrued
• $4.1 million — egate of approximately $4.6 million and $4.1 million of principal, accrued interest and late

Filing Documents

• g084973_10k.htm (10-K) — 1509KB
• g084973_ex21-1.htm (EX-21.1) — 3KB
• g084973_ex31-1.htm (EX-31.1) — 11KB
• g084973_ex32-1.htm (EX-32.1) — 6KB
• img001_v1.jpg (GRAPHIC) — 21KB
• 0001753926-25-001663.txt ( ) — 6478KB
• mdex-20241231.xsd (EX-101.SCH) — 49KB
• mdex-20241231_cal.xml (EX-101.CAL) — 40KB
• mdex-20241231_def.xml (EX-101.DEF) — 174KB
• mdex-20241231_lab.xml (EX-101.LAB) — 391KB
• mdex-20241231_pre.xml (EX-101.PRE) — 297KB
• g084973_10k_htm.xml (XML) — 917KB

Business

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

Properties

Properties 19 Item 3. 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 23 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28 Item 8. Financial Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 Item 9A. Controls and Procedures 29 Item 9B. Other Information 31 PART III Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11. Executive Compensation 35 Item 12. Security 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 part I Item 1. Business. 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

View Full Filing

View this 10-K filing on SEC EDGAR