10-K: Madison Technologies Inc. Files Annual Report on Form 10-K

Madison Technologies Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, detailing its ongoing efforts to launch BlockchainTV and its financial condition, which continues to be impacted by significant debt and a going concern."

Summary

• Madison Technologies Inc. is pursuing the development and launch of BlockchainTV (BCTV), a 24/7 television and streaming network focused on cryptocurrency information and entertainment.
• The company has a history of losses, with a net loss of $2,980,623 for the year ended December 31, 2025, and an accumulated deficit of $34,638,750 as of the same date.
• Significant debt obligations remain, with approximately $4.6 million in default as of the report date, stemming from various promissory and convertible notes.
• A change of control occurred in November 2023, leading to a restructuring of the board and management.
• The company has identified material weaknesses in its internal control over financial reporting, including a lack of a functioning audit committee and insufficient segregation of duties.
• Madison Technologies Inc. is operating as a smaller reporting company and has no current plans for dividend payments.
• The company's common stock is quoted on the OTC Expert Market, which may impact liquidity and price volatility.
• The company has no current operations or significant assets beyond cash, and its ability to continue as a going concern is dependent on raising additional capital.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the significant net losses, substantial accumulated deficit, ongoing debt defaults, identified material weaknesses in internal controls, and the explicit statement of substantial doubt about the company's ability to continue as a going concern.

Positives

• The company is actively pursuing its business plan to launch BlockchainTV, a dedicated cryptocurrency media network.
• Management is actively strategizing with noteholders to resolve outstanding debt defaults.
• The company has adopted an Omnibus Equity Incentive Plan in January 2026 to incentivize future performance.
• Subsequent to year-end, the company received $220,872 in additional funding from its principal shareholder, Arena, demonstrating continued support.

Negatives

• The company incurred a net loss of $2,980,623 for the year ended December 31, 2025, and has an accumulated deficit of $34,638,750.
• As of the report date, approximately $4.6 million in debt obligations are in default, including accrued interest and fees.
• The company has identified material weaknesses in its internal control over financial reporting, impacting its ability to ensure reliable financial reporting.
• The company's common stock is quoted on the OTC Expert Market, which may lead to limited liquidity and significant price volatility.
• There is substantial doubt about the company's ability to continue as a going concern without additional capital.
• The company has no current operations or significant assets beyond cash.

Risks

• The company has a history of losses and may not achieve or maintain profitability in the future.
• The company has incurred significant debt, some of which is in default, which materially affects its financial condition and operating flexibility.
• The company's products and services may not achieve market acceptance.
• The company is dependent on attracting and retaining viewers and customers in a competitive market.
• The company's brand and reputation are critical and could be harmed by service disruptions or cybersecurity incidents.
• The company is dependent on the continued services of key personnel, particularly Thomas Amon.
• The company may face challenges in competing effectively with new entrants and established competitors.
• Acquisitions or investments could divert management's attention and fail to meet expectations.
• Privacy and cybersecurity concerns, along with evolving regulations, could lead to additional costs and liabilities.
• The company's common stock is subject to penny stock rules, which may discourage broker-dealer transactions and limit liquidity.
• A large number of outstanding shares are restricted from resale, and future sales or conversions could depress the market price.
• The company's board of directors has significant control, potentially limiting the ability of other stockholders to effect changes.
• The company's financial results may be adversely affected by changes in accounting principles or global economic uncertainty.
• The company requires additional capital to support business growth, and this capital may not be available on acceptable terms.

Future Outlook

The company intends to continue pursuing its business plan for BlockchainTV, which involves strategic partnerships and distribution deals. However, its ability to continue as a going concern is dependent on raising additional capital through equity or debt financings, continued support from its largest shareholder, and the execution of potential strategic initiatives like amalgamations. The company expects to require additional capital for ongoing operations, business plan rollout, and repayment of notes payable.

Management Comments

• "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 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."
• "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."

Industry Context

StockSavvy.ai notes that Madison Technologies Inc. is attempting to enter the burgeoning cryptocurrency media space with BlockchainTV. While major media outlets offer some coverage, a dedicated 24/7 network for cryptocurrency news and entertainment addresses a perceived market gap. However, the company faces significant financial challenges and operational hurdles, which are critical considerations in this volatile industry.

Management Changes

Corporate Governance

Legal Proceedings

• Agile Capital Funding LLC filed a Confession of Judgment for approximately $190,444 against Sovryn Holdings Inc. and Madison Technologies Inc. Management believes Madison has no obligation as the funds were received by Sovryn prior to its sale.

Related Party Transactions

• As of December 31, 2025, $725,582 was due to a principal shareholder. These amounts were received to support working capital, are unsecured, non-interest bearing, and payable on demand.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to future equity issuances, limited ability to influence company decisions due to concentrated voting power, and risk of losing investment due to the company's financial condition and going concern issues. The common stock is subject to penny stock rules, impacting liquidity.
• Creditors: The company is in default on several debt obligations, raising concerns about repayment and potential foreclosure on pledged assets.
• Employees: The company has only one employee (Thomas Amon) currently. Future hiring and retention depend on the company's ability to manage growth and maintain its culture.
• Suppliers: No specific impact mentioned, but the company's financial instability could affect its ability to meet payment obligations.

Next Steps

• Continue to develop and launch BlockchainTV.
• Strategize with noteholders to extend, modify, or revisit terms of indebtedness to resolve outstanding defaults.
• Seek additional capital through equity or debt financings to support business growth and operations.
• Implement remediation plans for identified material weaknesses in internal controls.
• Appoint additional outside directors to the board and audit committee.

Key Dates

Recommendation

The company's financial condition is dire, characterized by significant losses, an accumulated deficit, and substantial debt defaults. The explicit statement of substantial doubt about its ability to continue as a going concern, coupled with material weaknesses in internal controls and the volatile nature of its stock trading on the OTC Expert Market, presents an extremely high-risk investment profile. While the plan to launch BlockchainTV offers a potential future revenue stream, the immediate financial realities and operational challenges make it a speculative investment with a high probability of further value erosion.

Keywords

Madison Technologies Inc., Form 10-K, Annual Report, BlockchainTV, BCTV, cryptocurrency, media network, financial statements, going concern, debt default, internal controls, OTC Expert Market, Thomas Amon, Arena Investors