Form S-1 Madison Technologies

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As
filed with the Securities and Exchange Commission on August 26, 2020

 

File
No. 333-__________

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
S-1

 

REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933

 

MADISON
TECHNOLOGIES, INC.

 

Nevada        

(State
or jurisdiction of

Incorporation
or organization)

 

(Primary
Standard Industrial

Classification
Code)

 

(I.R.S.
Employer

Identification
No.)

 

4448
Patterdale Drive, North Vancouver, BC V7R 4L8

206-203-0474

(Address,
including zip code, and telephone number, including area code,

of
registrant’s principle executive offices)

 

 

(Name,
address, including zip code, and telephone number, including area code,

of
agent for service)

 

Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [  ]

 

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [  ]

 

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large
accelerated filer [  ]
Accelerated
filer [  ]
  Non-accelerated
filer [X]
Smaller
reporting company [X]
    Emerging
growth company [  ]

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[  ]

Calculation
of Registration Fee

 

Title
of each Class of Securities

To
be Registered

 

Amount
to

be

registered(1)

   

Proposed

maximum

Offering

price

per
share

(2)(3)(4)(5)

   

Proposed

maximum

aggregate

Offering
price

   

Amount
of

registration

fee

 
Common Stock, par value
$0.001 per share,
to be offered by the issuer
    50,000,000     $ 0.05       2,500,000     $ 324.50  
                                 
Total     50,000,000     $ 0.05       2,500,000     $ 324.50  

 

(1) In
the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered
shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities
Act of 1933, as amended.
   
(2) Estimated
solely for the purpose of computing the registration fee pursuant to Rule 457 of the Securities Act.
   
(3) Offering
price has been arbitrarily determined by the Board of Directors.
   
(4) The
offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with
Rule 457(o).

 

The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

PRELIMINARY
PROSPECTUS

 

MADISON
TECHNOLOGIES, INC.

50,000,000
Shares of Common Stock Offered by the Company

$0.05
per share

 

This
is the initial public offering of our common stock, par value $0.001 per share. We are selling 50,000,000 shares of our common
stock.

 

This
offering will terminate on the date which is 180 days from the effective date of this prospectus, although we may close the offering
on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

 

We
currently expect the initial public offering price of the shares we are offering to be $0.05 per share of our common stock.

 

The
Company is quoted on the OTC market and there is a limited established market for our stock. The offering price of the shares
has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other
established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering
price, we took into consideration our capital structure and the amount of money we would need to implement our business plans.
Accordingly, the offering price should not be considered an indication of the actual value of our securities.

 

Investing
in our common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before
purchasing any shares in this offering.
This prospectus is not an offer to sell these securities and it is not the solicitation
of an offer to buy these securities in any state where the offer or sale is not permitted.

 

The
offering is being conducted on a self-underwritten, best efforts basis, which means our management will attempt to sell the shares
being offered hereby on behalf of the Company. There is no underwriter for this offering.

 

Completion
of this offering is not subject to us raising a minimum offering amount. We do not have an arrangement to place the proceeds from
this offering in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for
our immediate use.

 

Any
purchaser of common stock in the offering may be the only purchaser, given the lack of a minimum offering amount.

 

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The
Company does not plan to use this offering prospectus before the effective date.

 

Proceeds
to Company in Offering

 

   

Number
of

Shares

   

Offering

Price(1)

   

Underwriting

Discounts
&

Commissions

   

Gross

Proceeds

 
Per Share                                
25% of Offering Sold     12,500,000     $ 0.05     $         0     $ 625,000  
50% of Offering sold     25,000,000       0.05       0       1,250,000  
75% of Offering Sold     37,500,000       0.05       0       1,875,000  
Maximum Offering sold     50,000,000     $ 0.05     $ 0     $ 2,500,000  

 

(1) Assuming
an initial public offering price of $0.05 per share, as set forth on the cover page of this prospectus.

 

 

TABLE
OF CONTENTS

 

 

 

ABOUT
THIS PROSPECTUS

 

In
making your investment decision, you should only rely on the information contained in this prospectus. We have not authorized
anyone to provide you with any other or different information. If anyone provides you with information that is different from,
or inconsistent with, the information in this prospectus, you should not rely on it. We believe the information in this prospectus
is materially complete and correct as of the date on the front cover. We cannot, however, guarantee that the information will
remain correct after that date. For that reason, you should assume that the information in this prospectus is accurate only as
of the date on the front cover and that it may not still be accurate on a later date. This document may only be used where it
is legal to sell these securities. The information contained in this prospectus is current only as of its date, regardless of
the time of delivery of this prospectus or of any sales of our shares of common stock.

 

You
should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with
your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that
you should consider before investing in our common stock.

 

This
prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or other jurisdiction
in which such offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

 

No
action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession
or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions
outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions
to this offering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references
to “we,” “us,” “our,” “MDEX” and the “Company” refer to Madison Technologies,
Inc.

 

 

SUMMARY

 

The
following summary highlights material information in this prospectus. It may not contain all the information that is important
to you. For additional information, you should read this entire prospectus carefully, including “Risk Factors” the
financial statements and the notes to the financial statements.

 

Organizational
History

 

Summary

 

Madison
Technologies Inc. (“Madison”) is a Nevada corporation that was incorporated on June 15, 1998. Madison was initially
incorporated under the name “Madison-Taylor General Contractors, Inc.” Effective May 24, 2004, Madison changed its
name to “Madison Explorations, Inc.” by a majority vote of the shareholders. Effective March 9, 2015, Madison changed
its name to “Madison Technologies Inc,” by a majority vote of the shareholders. See Exhibit 3.3 – Certificate
of Amendment for more details.

 

On
September 16, 2016, pursuant to the terms of the Product License Agreement Madison was granted the rights to distribute
Tuffy Pack’s product line of line custom inserts that provide a level of personal protection from ballistic threats similar
to what law enforcement officers wear daily as bullet proof vests. See Exhibit 10.5 – Product License Agreement for more details.

 

Madison
maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business office
is located at 4448 Patterdale Drive, North Vancouver, BC, V7R 4L8. Madison’s office telephone number is 206-203-0474

 

Madison
has an authorized capital of 500,000,000 shares of Common Stock with a par value of $0.001 per share, of which 18,057,565 shares
of Common Stock are currently issued and outstanding.

 

Madison
has not been involved in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger
consolidation or purchase or sale of a significant amount of assets not in the ordinary course of Madison’s business.

 

Business
of Madison

 

On
September16, 2016, Madison was granted the rights to distribute Tuffy Pack’s product line pursuant to the terms
and conditions of a product license agreement. See Exhibit 10.5 – Product License Agreement for more details.

 

Madison
currently sells the Tuffy Pack product line in the UK and the European Union through its Amazon and Ebay stores and is currently
actively looking to increase its product line of personal protection wear.

 

Product
and Services

 

Tuffy
Packs manufactures a line of custom inserts that provide a level of personal protection from ballistic threats similar to what
law enforcement officers wear daily as bullet proof vests. The Tuffy Pack, LLC Ballistic Shields® conform to the National
Institute of Justice (NIJ) Level IIIA threat requirements. NIJ is the research, development and evaluation agency of the U.S.
Department of Justice. NIJ Standard–0101.06, “Ballistic Resistance of Body Armor,” is a minimum performance
standard developed in collaboration with the Office of Law Enforcement Standards (OLES) of the National Institute of Standards
and Technology (NIST). It is produced as part of the Standards and Testing Program of the National Institute of Justice (NIJ),
Office of Justice Programs, U.S. Department of Justice. This standard is a technical document that specifies the minimum performance
requirements that equipment must meet to satisfy the requirements of criminal justice agencies and the methods that shall be used
to test this performance. This standard is used by the NIJ Voluntary Compliance Testing Program (CTP) to determine which body
armor models meet the minimum performance requirements for inclusion on the NIJ Compliant Products List.

 

 

Personal
body armor covered by this standard is classified into five types (IIA, II, IIIA, III, IV) by level of ballistic performance.
In addition, a special test class is defined to allow armor to be validated against threats that may not be covered by the five
standard classes. The classification for the Tuffy Pack product line states;

 

2.3
Type IIIA (.357 SIG; .44 Magnum) Type IIIA armor that is new and unworn shall be tested with .357 SIG FMJ Flat Nose (FN) bullets
with a specified mass of 8.1 g (125 gr) and a velocity of 448 m/s ± 9.1 m/s (1470 ft/s ± 30 ft/s) and with .44 Magnum
Semi Jacketed Hollow Point (SJHP) bullets with a specified mass of 15.6 g (240 gr) and a velocity of 436 m/s ± 9.1 m/s
(1430 ft/s ± 30 ft/s). Type IIIA armor that has been conditioned shall be tested with .357 SIG FMJ FN bullets with a specified
mass of 8.1 g (125 gr) and a velocity of 430 m/s ± 9.1 m/s (1410 ft/s ± 30 ft/s) and with .44 Magnum SJHP bullets
with a specified mass of 15.6 g (240 gr) and a velocity of 408 m/s ± 9.1 m/s (1340 ft/s ± 30 ft/s).

 

The
ballistic shields (collectively, the “Licensed Products”) when inserted into backpacks, briefcases or computer
bags will provide the highest level of protection currently available as lightweight concealable body armor. Backpacks with ballistic
protection weigh only 16 – 24 ounces more than a non-protected pack (based on the pack size).

 

 

11
x 14 Ballistic Shield

 

 

12
x 16 Ballistic Shield

 

 

12
x 18 Ballistic Shield

 

 

Markets

 

Madison
sales strategy is to develop online exposure through the use of social media marketing and sending demo packs of the Licensed
Products to both online bloggers and established gun owner clubs. The demo packs will include both new products as well as examples
of the products that have been tested and exposed to gunfire.

 

Madison
also intends to attend European tradeshows and exhibits, including, but not limited to, IDEF (International Defense Industry Fair),
ITEC, and GREC (General Police Equipment & Exhibition Conference). These trade shows will assist in introducing the Licensed
Products to wholesalers in an attempt to expand Madison’s sales channel.

 

Distribution
Methods

 

Madison’s
distribution method is to deliver the Licensed Products into the European and UK retail and wholesale markets via the use of online
market and fulfillment services including but not limited to Amazon.eu, Ebay Redstag and MCS Fulfillment. By implementing these
companies’ services Madison will be able to establish a reliable supply chain that will receive delivery of the Licensed
Products, warehouse the Licensed Products, package the Licensed Package as per each customer order, and ship the Licensed Products
to the customer efficiently and cost effectively.

 

Management
expects to expand Madison’s sales distribution strategy beginning in May 2020 and to be operational by September 2020, this
includes the following components:

 

1.
Initial inventory with an estimated cost of $10,000

 

2.
Social media and online advertising of $10,000

 

Status
of Licensed Products

 

The
Licensed Products will be supplied exclusively by Tuffy Packs, LLC. Tuffy Packs, LLC already has an established supply chain and
is able to supply up to 10,000 units per month. Management believes this monthly supply of Licensed Products will be sufficient
for Madison’s anticipated inventory requirements.

 

Competitive
Conditions

 

Madison
will be competing with other online retail companies possessing greater financial resources and technical facilities than Madison
in connection with the sale of similar products. Many of the competitors have a very diverse portfolio and have not confined their
market to one product or line of products, but offer a wide array of products. All of these competitors have been in business
for longer than Madison and may have established more strategic partnerships and relationships than Madison.

 

Management
believes that it will have a competitive advantage over its competitors due to its plan of operations.

 

Madison
has identified numerous body armor and bullet proof inserts available from a variety of online and offline merchants, and although
most offer international shipping to the United Kingdom and Western Europe, the high cost of shipping and long delays in delivery
makes purchasing from a US based retailer unattractive. Management believes that by establishing relationships with fulfillment
companies and having stock on hand in its distribution territories Madison will have a competitive advantage in the ability to
fill orders and deliver the Licensed Products to its customers quickly which will develop buyer loyalty.

 

Madison
has also identified several online retailers that are located in either the UK or Europe that supply products that management
believes would be in direct competition with Madison’s business. Some of those competitors include, but not limited to,
the following:

 

  Vestgaurd
– a UK based supplies the very best in British manufactured ballistic protection systems for personal and vehicle protection
to the public and private sectors.
     
  Mars
Armor
– a Bulgarian company specialized in the manufacture of body armor for protection against bullets, fragments and
cold steel.
     
  Spycatcher
Online
– a UK based supplier of specialist surveillance, counter-surveillance and personal protection equipment to the
professional and consumer market.
     
  Jack
Ellis Body Protection
– a UK based manufacturer in the personal protection market with clients including – UK and Foreign
government organizations, special forces, police, prisons, private security and media.

 

 

Raw
Materials and Equipment

 

Madison
does not require raw materials as Madison will purchase all the Licensed Products directly from Tuffy Packs. Madison will require
equipment related to online retailing including but not limited to the use of URL’s for its online stores, warehousing facilities
(leased on a month to month basis), software systems for inventory control and order fulfillment (leased on a month to month basis)

 

Principal
Suppliers

 

At
present Madison will rely solely on Tuffy Packs to provide all its principal supplies.

 

Dependence
on Customers

 

Currently,
Madison is not and will not be dependent on one or a few major customers.

 

Technology
and Intellectual Property

 

Madison
does not own, either legally or beneficially, any patents or trademarks.

 

Governmental
and Industry Regulations

 

Madison
will be subject to federal and state laws and regulations that relate directly or indirectly to its operations including federal
securities laws. Madison will also be subject to common business and tax rules and regulations pertaining to the operation of
its business.

 

For
the most part, the distribution of the Licensed Products into Europe is unregulated. In Europe, the import and sale of ballistic
vests and body armor products are allowed, with the exception of products that are developed under strict military specifications
and/or for main military usage, or products above the level of protection NIJ 4, which are considered by the law as “armament
materials” and, and as a result, prohibited for sale to civilians.

 

In
the United Kingdom there are currently no legal restrictions on the import and sale of ballistic vests and body armor products,
except, as similar to the Europe regulations, any products which are considered for main military usage.

 

Research
and Development Activities and Costs

 

Madison
has not spent any funds on research and development activities to date.

 

Compliance
with Environmental Laws

 

Madison’s
current operations are not subject to any environmental laws.

 

Facilities

 

Madison
does not own or rent facilities of any kind at the date of this filing. Madison’s plan of operation may require the use
of warehousing facilities to store inventory and fulfill customer orders, these may be leased on a month to month basis as required.

 

Madison
plans to conduct its operations from the office of its president until Madison is in a position to commence and expand operations.

 

Number
of Total Employees and Number of Full Time Employees

 

Madison
does not have any employees other than the directors and officers of Madison.

 

 

Item
1A. Risk Factors.

 

Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.

 

Item
1B. Unresolved Staff Comments.

 

Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.

 

Item
2. Properties.

 

Madison’s
executive offices are located at 4448 Patterdale Drive, North Vancouver, BC, Canada, V7R 4L8.

Madison
currently has no interest in any property.

 

Item
3. Legal Proceedings.

 

Madison
is not a party to any pending legal proceedings and, to the best of Madison’s knowledge, none of Madison’s property
or assets are the subject of any pending legal proceedings.

 

Item
4. Mine Safety Disclosures.

 

There
are no current mining activities at the date of this report.

 

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

 

The
following table sets forth certain information known to the Company with respect to the beneficial ownership as of August 14,
2020, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company’s common stock, (ii) each
director and nominee, (iii) the executive officers, and (iv) all current directors and executive officers as a group.

 

Name
and Address(1)
 

Number
of Shares

Beneficially
Owned

   

Percentage

of
Class(2)

 
             
Named
Directors and Officers
               
Jeffrey
Canouse, Chairman and CEO(3)
    6,177,000       31 %
                 
All Officers and Directors as a Group
(1 person)
    6,177,000       31 %

 

1) Unless
otherwise indicated, the address of each beneficial owner listed above is c/o Madison Technologies, Inc., 4448 Patterdale
Drive, North Vancouver, BC V7R 4L8.
2) Based
on a total of 19,842,565 shares of common stock outstanding on August 14, 2020.
3) Mr.
Canouse also owns all 100 shares of the Company’s Series B Super Voting Preferred Stock

 

 

Issuances
under the Compensation Plan

 

The
following table provides information as of December 31, 2019 regarding compensation plans under which equity securities of the
Company are authorized for issuance.

 

Plan
category
 

Number
of

securities

to
be

issued
upon

exercise
of

outstanding

options

   

Weighted

average

exercise

price
of

outstanding

options

   

Number
of

options

remaining

available
for

future

issuance

under
Equity

Compensation

Plans

 
Equity Compensation Plans
approved by shareholders
        –     $       0       18  
Equity Compensation
Plans not approved by shareholders
          0        
Total         $ 0       18  

 

Note:
Only restricted shares of common stock were issued pursuant to this plan.

 

Changes
in Control

 

We
are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions
of Item 403(c) of Regulation S-K.

 

Certain
Relationships and Related Transactions, and Director Independence

 

The
Company receives periodic advances from its principal executive officer based upon the Company’s cash flow needs.

In 2008, the then current President advanced the Company $561 repayable without interest or any other terms. The unpaid balance
as at October 23, 2018 was $261. The President advanced a further $229 (CAD $300) to cover out of pocket expenditures. On October
23, 2018, the Company entered into a convertible note payable with the President by combining the two advances to the aggregate
amount of $490. The note payable is due on demand and may be convertible to common stock of the Company at $0.05 per share. There
were no other related party transactions during the period ended December 31, 2019 or the year ended December 31, 2018. The loan
has been included in Note 5.

 

Director
Independence

 

The
common stock of the Company is currently quoted on the OTC Markets, a quotation system which currently does not have director
independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions
with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect
material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will
make an annual determination as to the independence of each director using the current standards for “independence”
that satisfy the criteria for the NASDAQ.

 

At
this time, the Company does not have any independent directors.

 

Principal
Accountant Fees and Services

 

The
following table presents the aggregate fees for professional audit services and other services rendered by K.
R. Margetson Ltd.
, our independent registered public accountants which performed the audit for the years ended December
31, 2019 and December 31, 2018. Fees for the years ended December 31, 2019 and 2018 were as follows:

 

    2019     2018  
Audit Fees   $ 8,900     $ 8,900  
Audit-Related Fees            
Total Audit and Audit-Related Fees     8,900       8,900  
Tax Fees            
All Other Fees            
                 
Total   $ 8,900     $ 8,900  

 

Audit
Fees
. This category includes the audit of the Company’s consolidated financial statements, and reviews of the financial
statements included in the Company’s Quarterly Reports on Form 10-Q. It also includes advice on accounting matters that
arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided
in connection with regulatory filings, or in an auditing engagement.

 

Audit
Related Fees, tax and other fees
. No other fees under these categories were paid in 2019 and 2018.

 

Quantitative
And Qualitative Disclosures About Market Risk

 

Not
Applicable.

 

 

THE
OFFERING

 

Issuer:   Madison
Technologies, Inc.
     
Common
stock offered by us:
  50,000,000
shares at $0.05 per share
     
Common
stock outstanding before the offering:
  19,842,565
shares
     
Common
stock to be outstanding after the offering:
  69,842,565
shares
     
Use
of proceeds:
 

We
expect to receive net proceeds from this offering of approximately $0.05 per share assuming
all the shares offered hereby are sold and after deducting estimated offering expenses
payable by us.

 

We
intend to use the net proceeds of the offering for working capital and other general corporate purposes. See “Use
of Proceeds.”

     
Dividend
policy:
  We
have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings,
if any, to finance the growth and development of our business. We do not intend to pay cash dividends in respect of our common
stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors.
     
Risk
factors:
  Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus
for a discussion of factors you should carefully consider before deciding to invest in our common stock.

 

 

RISK
FACTORS

 

Risk
Factors

 

Risks
Related To Our Business and Industry

 

WE
HAVE HAD LIMITED OPERATIONS, HAVE INCURRED LOSSES SINCE INCEPTION, HAVE LIMITED CASH TO SUSTAIN OUR OPERATIONS, AND WE NEED ADDITIONAL
CAPITAL TO EXECUTE OUR BUSINESS PLAN AND RECEIVED A GOING CONCERN OPINION IN PRIOR PERIODS.

 

The
Company has suffered recurring losses. These factors raise substantial doubt about the Company’s ability to continue as
a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance
sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company’s ability to raise
capital and/or generate positive cash flows from operations.

 

Management
plans to achieve profitability by increasing its business through opening additional retail stores. There can be no assurance
that the Company can raise the required capital to support operations or increase sales to achieve profitable operations. These
consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

A
DECLINE IN DISCRETIONARY CONSUMER SPENDING MAY ADVERSELY AFFECT OUR INDUSTRY, OUR OPERATIONS, AND ULTIMATELY OUR PROFITABILITY.

 

Luxury
products, those which may be offered under the Casa Zeta-Jones Brand License Agreement, are discretionary purchases for consumers.
Any reduction in consumer discretionary spending or disposable income may affect our industry more significantly than other industries.
Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer
credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in
discretionary consumer spending could materially adversely affect our business and financial condition.

 

THERE
IS A RISK ASSOCIATED WITH COVID-19

 

The
Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease (COVID-19) which in March
2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak
is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash
flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue,
labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company,
including property and equipment.

 

OUR
OPERATING RESULTS MAY BE ADVERSELY IMPACTED BY WORLDWIDE POLITICAL AND ECONOMIC UNCERTAINTIES AND SPECIFIC CONDITIONS IN THE MARKETS
WE ADDRESS.

 

In
the recent past, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about
inflation, increased energy costs, decreased consumer confidence, and reduced corporate profits and capital spending, and adverse
business conditions. Any continuation or worsening of the current global economic and financial conditions could materially adversely
affect (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products and (iii) our
ability to commercialize products. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent
economic recovery, worldwide, or in the display industry.

 

THE
LOSS OF THE SERVICERS OF OUR KEY EMPLOYEES, PARTICULARLY THE SERVICES RENDERED BY OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, MR.
JEFFREY CANOUSE, COULD HARM OUR BUSINESS.

 

We
believe our success will depend, to a significant extent, on the efforts and abilities of Jeffrey Canouse, our Chief Executive
Officer. If we lost Mr. Canouse, we would be forced to expend significant time and money in the pursuit of a replacement, which
would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give
you no assurance that we could find a satisfactory replacement for Mr. Canouse at all, or on terms that are not unduly expensive
or burdensome.

 

OUR
FUTURE SUCCESS DEPENDS UPON, IN LARGE PART, OUR CONTINUING ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.

 

If
we grow and implement our business plan, we will need to add managerial talent to support our business plan. There is no guarantee
that we will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and
may choose to change companies. Given our relatively small size compared to some of our competitors, the performance of our business
may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new
ones.

 

 

BECAUSE
WE DEPEND ON OUR ABILITY TO IDENTIFY AND RESPOND TO FASHION TRENDS, IF WE MISJUDGE THESE TRENDS, OUR ABILITY TO MAINTAIN AND GAIN
MARKET SHARE WILL BE AFFECTED.

 

Our
ability to maximize the value of the Casa Zeta-Jones Brand License Agreement is subject to rapidly changing fashion trends and
shifting consumer demands. Accordingly, our success may depend on the priority that our target customers place on fashion and
our ability to anticipate, identify, and capitalize upon emerging fashion trends. If we misjudge fashion trends or are unable
to adjust our products in a timely manner, our net sales may decline or fail to meet expectations and any excess inventory may
be sold at lower prices.

 

OUR
ABILITY TO MAINTAIN OR INCREASE OUR REVENUES COULD BE HARMED IF WE ARE UNABLE TO STRENGTHEN AND MAINTAIN OUR LICENSED BRANDS’
IMAGE.

 

We
believe that primary factors in determining customer buying decisions are determined by price, confidence in the merchandise and
quality associated with a brand. The ability to differentiate products from competitors of the Company is a factor in attracting
consumers. However, if the Company’s ability to promote its licensed brands fails to increase brand recognition, its ability
to generate revenues may suffer.

 

IF
WE WERE TO EXPERIENCE SUBSTANTIAL DEFAULTS BY OUR CUSTOMERS ON ACCOUNTS RECEIVABLE, THIS COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR LIQUIDITY AND RESULTS OF OPERATIONS.

 

If
customers responsible for a large amount of accounts receivable were to become insolvent or otherwise unable to pay for our products,
or to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic
or industry downturn could materially affect the ability to collect these accounts receivable, which could then result in longer
payment cycles, increased collections costs and defaults in excess of management’s expectations. A significant deterioration
in the ability to collect on accounts receivable could affect our cash flow and working capital position.

 

WE
MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR BUSINESS, WHICH COULD HAVE A SIGNIFICANT NEGATIVE IMPACT
ON OUR FINANCIAL CONDITION.

 

We
believe that the key to our success is to increase our revenues and available cash. We may not have the resources required to
promote our business and its potential benefits. If we are unable to gain market acceptance of our business, we will not be able
to generate enough revenue to achieve and maintain profitability or to continue our operations.

 

We
may not be able to increase our sales or effectively operate our business. To the extent we are unable to achieve sales growth,
we may continue to incur losses. We may not be successful or make progress in the growth and operation of our business. Our current
and future expense levels are based on operating plans and estimates of future sales and revenues and are subject to increase
as strategies are implemented. Even if our sales grow, we may be unable to adjust spending in a timely manner to compensate for
any unexpected revenue shortfall.

 

Further,
if we substantially increase our operating expenses to increase sales and marketing, and such expenses are not subsequently followed
by increased revenues, our operating performance and results would be adversely affected and, if sustained, could have a material
adverse effect on our business. To the extent we implement cost reduction efforts to align our costs with revenue, our sales could
be adversely affected.

 

 

WE
MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL,
AS NEEDED, THE FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS COULD BE SEVERELY LIMITED.

 

A
limiting factor on our growth is our limited capitalization, which could impact our ability to execute on our business plan. If
we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional
funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing
shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain
rights, preferences or privileges that are senior to those of our Common Stock. If additional funds are raised by the issuance
of debt or other equity instruments, we may become subject to certain operational limitations (for example, negative operating
covenants). There can be no assurance that acceptable financing necessary to further implement our business plan can be obtained
on suitable terms, if at all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive
pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the effect of limiting
our ability to increase our revenues or possibly attain profitable operations in the future.

 

WE
MAY BE UNABLE TO MANAGE GROWTH, WHICH MAY IMPACT OUR POTENTIAL PROFITABILITY.

 

Successful
implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management
and financial resources. To manage growth effectively, we will need to:

 

  Establish
definitive business strategies, goals and objectives;
  Maintain
a system of management controls; and
  Attract
and retain qualified personnel, as well as, develop, train and manage management-level and other employees.

 

If
we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and
our stock price may decline.

 

Risks
Related to Our Common Stock

 

OUR
COMMON STOCK IS CURRENTLY QUOTED ON THE OTC MARKETS (PINK SHEETS), WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND
LIQUIDITY.

 

Our
common stock is quoted on the Pink Sheets, an over-the-counter electronic quotation system maintained by the OTC Markets. The
quotation of our shares on the Pink Sheets may result in a less liquid market available for existing and potential stockholders
to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact
on our ability to raise capital in the future.

 

THERE
IS LIMITED LIQUIDITY ON THE PINK SHEETS, WHICH ENHANCES THE VOLATILE NATURE OF OUR EQUITY.

 

When
fewer shares of a security are being traded on the Pink Sheets, volatility of prices may increase and price movement may outpace
the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a
lower likelihood that orders for shares of our common stock will be executed, and current prices may differ significantly from
the price that was quoted at the time of entry of the order.

 

 

OUR
COMMON STOCK IS CONSIDERED A “PENNY STOCK,” AND IS SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE
IT MORE DIFFICULT TO SELL.

 

Our
common stock is considered to be a “penny stock” since it does not qualify for one of the exemptions from the definition
of “penny stock” under Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because
it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price
less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets
less than $5 million.

 

The
principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in
sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated
under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document
at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule
15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling
any penny stock to that investor.

 

This
procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks
are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating
the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the
broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor,
confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their
shares to third parties or to otherwise dispose of them in the market or otherwise.

 

OUR
CURRENT CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR, MR. JEFFREY CANOUSE HAS SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY
ALL CORPORATE MATTERS.

 

Jeffrey
Canouse, our chief executive officer and sole director has sufficient voting power to control the vote on substantially all corporate
matters. Accordingly, Mr. Canouse will be able to determine the composition of our board of directors, will retain the effective
voting power to approve all matters requiring shareholder approval, will prevail in matters requiring shareholder approval, including,
in particular the election and removal of directors, and will continue to have significant influence over our business. As a result
of his ownership and position in the Company, Mr. Canouse is able to influence all matters requiring shareholder action, including
significant corporate transactions.

 

TRADING
OF OUR STOCK MAY BE RESTRICTED BY THE U.S. SECURITIES & EXCHANGE COMMISSION’S PENNY STOCK REGULATIONS, WHICH MAY LIMIT
A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

 

The
U.S. Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity
security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject
to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited
investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
in a form prepared by the U.S. Securities and Exchange Commission, which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements
showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the
secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit
the marketability of our common stock.

 

 

WE
CURRENTLY HAVE A LIMITED ACCOUNTING STAFF, AND IF WE FAIL TO DEVELOP OR MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE
MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS TIMELY AND ACCURATELY OR PREVENT FRAUD, WHICH WOULD LIKELY HAVE A NEGATIVE IMPACT
ON THE MARKET PRICE OF OUR COMMON UNITS.

 

We
are subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
Effective internal controls are necessary for us to provide reliable and timely financial reports, prevent fraud and to operate
successfully as a publicly traded partnership.

 

We
prepare our consolidated financial statements in accordance with accounting and principles generally accepted in the United States,
but our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. Our efforts
to develop and maintain our internal controls may not be successful, and we may be unable to maintain effective controls over
our financial processes and reporting in the future or to comply with our obligations under Section 404 of the Sarbanes-Oxley
Act of 2002, which we refer to as Section 404. For example, Section 404 requires us, among other things, to annually review and
report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over
financial reporting. Based on management’s evaluation, as of December 31, 2019, our management concluded that we had several
material weaknesses related to our internal controls over financial reporting (See Item 9A).

 

THE
MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND
THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE.
YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

 

The
market for our common shares is characterized by significant price volatility when compared to the shares of larger, more established
companies that trade on a national securities exchange and have large public floats, and we expect that our share price will continue
to be more volatile than the shares of such larger, more established companies for the indefinite future. The volatility in our
share price is attributable to a number of factors. First, as noted above, our common shares are, compared to the shares of such
larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of
relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either
direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares
are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our
limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment
in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange
and has a large public float. Many of these factors are beyond our control and may decrease the market price of our common shares,
regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price
for our common shares will be at any time, including as to whether our common shares will sustain their current market prices,
or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing
market price.

 

 

WE
WILL CONTINUE TO INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY, WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING
RESULTS.

 

We
voluntarily file annual, quarterly and current reports with the SEC. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)
and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements
on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase
our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. We expect to spend
between $50,000 and $100,000 in legal and accounting expenses annually to comply with our SEC reporting obligations and Sarbanes-Oxley.
These costs could affect profitability and our results of operations.

 

WE
HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE. ANY RETURN ON INVESTMENT MAY
BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

 

No
cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be
devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of
dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s
board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less
valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

 

Where
You Can Find Us

 

Our
principal executive offices are located at:

 

Madison
Technologies, Inc.

4448
Patterdale Drive, North Vancouver, BC V7R 4L8

Our
telephone number at this address is: 206-203-0474

Our
website address is https://www.bergio.com

 

CAUTIONARY
STATEMENT ON FORWARD-LOOKING STATEMENTS

 

This
prospectus contains forward-looking statements. These statements relate to future events or our future financial performance.
We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should” or “will”
or the negative of these terms or other comparable terminology.

 

These
statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed
under “Risk Factors.” The following factors, among others, could cause our actual results and performance to differ
materially from the results and performance projected in, or implied by, the forward-looking statements:

 

  the
success of our existing and new technologies;
     
  our
ability to successfully develop and expand our operations;
     
  changes
in economic conditions, including continuing effects from the recent recession;
     
  damage
to our reputation or lack of acceptance of our brands;
     
  economic
and other trends and developments, including adverse weather conditions, in those local or regional areas in which our operations
are concentrated;
     
  increases
in our labor costs, including as a result of changes in government regulation;

 

 

  labor
shortages or increased labor costs;
     
  increasing
competition in the industry in general;
     
  changes
in attitudes or negative publicity regarding drug safety and health concerns;
     
  the
success of our marketing programs;
     
  potential
fluctuations in our quarterly operating results due to new products and other factors;
     
  the
effect on existing products of focusing on other products in the same markets;
     
  of
our management team;
     
  strain
on our infrastructure and resources caused by our growth;
     
  the
impact of federal, state or local government regulations relating to the industry;
     
  the
impact of litigation;
     
  statements
regarding our goals, intentions, plans and expectations, including the introduction of new products and markets and locations
we intend to target in the future;
     
  statements
regarding the anticipated timing and impact of our pending acquisitions;
     
  statement
regarding our expectation with respect to the potential issuance of stock or shares in connection with our acquisitions or
in connection with providing services to client companies.; and
     
  statement
with respect to having adequate liquidity.

 

The
following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements:

 

  changes
in the pace of legislation;
     
  other
regulatory developments that could limit the market for our products;
     
  our
ability to successfully integrate acquired entities;
     
  competitive
developments, including the possibility of new entrants into our primary markets;
     
  the
loss of key personnel; and
     
  other
risks discussed in this document.

 

All
forward-looking statements in this document are based on information currently available to us as of the date of this prospectus,
and we assume no obligation to update any forward-looking statements other than as required by law.

 

 

USE
OF PROCEEDS

 

Because
the offering is a best-efforts offering, we are presenting this information assuming that we sell 25%, 50% and 100% of the shares
offered hereby. For purposes of this table, we used $0.05, the per-share offering price.

 

      25%     50%     100%
Gross offering proceeds   $ 625,000     $ 1,250,000     $ 2,500,000  
Estimated expenses
of the offering
    35,000       35,000       35,000  
Net proceeds
from the offering
  $ 590,000     $ 1,215,000     $ 2,465,000  

 

We
intend to use the net proceeds as follows:

 

  Expansion
of retail operations, advertising, expansion of online presence, additional marketing support, working capital and general
corporate purposes.
     
  General
and administrative expenses pertain to operating expenses rather than to expenses that can be directly related to the production
of any goods or services, utilities, insurance and managerial salaries which may come at a later date.

 

This
expected use of the net proceeds from this offering and our existing cash represents our intentions based upon our current plans
and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors,
including the progress of our development and commercialization efforts, the status of and results from clinical trials, as well
as any collaboration that we may enter into with third parties, and any unforeseen cash needs. As a result, our management will
retain broad discretion over the allocation of the net proceeds from this offering. We have no current agreements, commitments
or understandings for any material acquisitions or licenses of any products, businesses or technologies.

 

Our
management will have broad discretion over the uses of the net proceeds from this offering. Pending these uses, we intend to invest
the net proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment
grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

 

DETERMINATION
OF THE OFFERING PRICE

 

We
currently expect the offering price to be $0.05 per share of our common stock for the shares of stock being offered by us pursuant
to this prospectus.

 

The
offering price of the common stock has been arbitrarily determined by our board of directors and bears no relationship to any
objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings
or net worth. In determining the offering price, the board of directors considered such factors as the lack of recent trading
prices of the common stock, the board’s perception of our future prospects, past and anticipated operating results, present
financial resources and the likelihood of selling the shares of common stock offered hereby. Accordingly, the offering price should
not be considered an indication of the actual value of the Company or the common stock.

 

As
noted above you should not consider the offering price as an indication of value of Madison Technologies, Inc. or our common stock.
You should not assume or expect that, after the offering, our shares of common stock will trade at or above the offering price
in any given time period. Our stock currently does not trade at all and is not quoted on any market. The market price of our common
stock may decline during or after the offering, and you may not be able to sell the underlying shares of our common stock purchased
during the offering at a price equal to or greater than the offering price. You should obtain advice from your financial advisor
before purchasing shares and make your own assessment of our business and financial condition, our prospects for the future, and
the terms of the offering.

 

 

DILUTION

 

The
offering price of the Shares of Common Stock being offered for sale pursuant to this Offering is substantially higher than the
book value per share of the Common Stock. Accordingly, investors purchasing the Shares pursuant to this Offering will experience
an immediate and significant dilution in the book value per share of the Shares purchased. We may choose to raise additional capital
due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating
plans. To the extent additional capital is raised through the sale of equity or convertible debt securities, the issuance of these
securities could result in further dilution to our stockholders. See “Risk Factors-We may require additional capital to
finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing
stockholders” and “We can sell additional shares of common stock without consulting stockholders and without offering
shares to existing stockholders, which would result in dilution of stockholders’ interests in Madison Technologies, Inc.
and could depress our stock price.”

 

DILUTION
TABLE

 

The
price of the current offering is fixed at $0.05 per common share. This price is significantly higher than the price paid by our
Directors and Officers for common equity since the Company’s inception.

 

Assuming
completion of the offering, there will be up to 69,842,565 common shares outstanding. The following  table illustrates the
per common share dilution that may be experienced by investors at various funding levels based on stockholders’ deficit
of $612,716 as of December 31, 2019.

 

Percentage
of funding
    100%     75%     50%     25%
Offering price   $ 0.05     $ 0.05     $ 0.05     $ 0.05  
Shares after offering     69,842,565       54,842,565       44,842,565       32,342,565  
Amount of net new funding     2,500,000       1,875,000       1,250,000       625,000  
Proceeds, net of est. offering costs     2,465,000       1,840,000       1,215,000       590,000  
Book value before offering (per share)                                
Book value after offering (per share)                                
Increase per share                                
Dilution to investors   $             $     $  
Dilution as percentage of outstanding shares                                

 

MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market
Information

 

Our
common stock is quoted on the OTC Pink under the trading symbol “MDEX”.

 

Madison’s
Common Stock has been quoted on the OTC Markets under the symbol “MDEX” since April 26, 2006. The following table
gives the high and low price information for each fiscal quarter Madison’s common stock has been quoted for the last two
fiscal years and for the interim period ended June 30, 2020. The price information was obtained from OTC Markets Group Inc. and
reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

 

 

High & Low Prices(1)                
Period ended   High     Low     Source
30 June 2020   $ 0.100     $ 0.095     OTC Markets Group Inc.
31 March 2020   $ 0.100     $ 0.095     OTC Markets Group Inc.
31 December 2019   $ 0.188     $ 0.050     OTC Markets Group Inc.
30 September 2019   $ 0.050     $ 0.050     OTC Markets Group Inc.
30 June 2019   $ 0.095     $ 0.01     OTC Markets Group Inc.
31 March 2019   $ 0.100     $ 0.095     OTC Markets Group Inc.
31 December 2018   $ 0.101     $ 0.100     OTC Markets Group Inc.
30 September 2018   $ 0.150     $ 0.100     OTC Markets Group Inc.
30 June 2018   $ 0.200     $ 0.100     OTC Markets Group Inc.
31 March 2018   $ 0.180     $ 0.110     OTC Markets Group Inc.

 

(1)
All high & low price data for all periods reflect Madison’s 10:1 consolidation, which was effective March 11, 2015 Effective
March 11, 2015, by a majority vote of the shareholders, Madison consolidated its issued and outstanding shares of common stock,
without correspondingly decreasing the number of authorized shares of common stock, on a 10 “old” shares for every
one “new” share basis, resulting in a decrease of Madison’s issued and outstanding share capital from 113,020,000
shares to approximately 11,302,000 shares of common stock, not including any rounding up of fractional shares to be issued on
consolidation.

 

Holders

 

As
of August 14, 2020, there were 19,842,565 shares of common stock outstanding, which were held by approximately 39 record holders.

 

As
of the date of this S-1, we have no present commitments to issue shares of our capital stock to any 5% holder, director or nominee,
other than pursuant to the exercise of outstanding options as more fully set forth elsewhere in this Form S-1.

 

Dividends

 

We
have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund
the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable
future.

 

 

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary
Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This
S-1 contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The
Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that
investors can better understand a company’s future prospects and make informed investment decisions. This S-1 and other
written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results
based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to
identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” “will” and similar expressions in connection with
any discussion of future operating or financial performance. In particular, these include statements relating to future actions,
future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal
proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ
materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended
December 31, 2019, as filed with the SEC on April 14, 2020.

 

We
caution that these factors could cause our actual results of operations and financial condition to differ materially from those
expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to
time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on
our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

 

The
following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes
that appear elsewhere in this S-1.

 

GENERAL

 

Madison
Technologies Inc. (the “Company”) is a Nevada corporation that was incorporated on June 15, 1998. Madison was initially
incorporated under the name “Madison-Taylor General Contractors, Inc.” Effective May 24, 2004, Madison changed its
name to “Madison Explorations, Inc.” by a majority vote of the shareholders. Effective March 9, 2015, the Company
changed its name to “Madison Technologies Inc.,” by a majority vote of the shareholders. See Exhibit 3.3 – Certificate
of Amendment for more details.

 

The
company maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its business
office is located 4448 Patterdale Drive, North Vancouver BC, V7R 4L8, CANADA. The company’s office telephone number is (206)-203-0474.

 

The
company is authorized to issue up to 500,000,000 shares of Common Stock with a par value of $0.001 per share, of which 19,842,565
shares of Common Stock are currently issued and outstanding as at August 14, 2020.

 

 

The
company has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications,
merger consolidations or purchase or sale of a significant amount of assets not in the ordinary course of the company’s
business, except those disclosed below;

 

On
September 16, 2016 The Company entered into a material definitive agreement with Tuffy Packs, LLC to acquire a licensing
agreement for the distribution of Tuffy Pack’s product line into the United Kingdom and 43 European countries. According
to the terms and conditions of the product license agreement the Company will pay an aggregate amount of $50,000 for the
license to distribute Tuffy Packs’ product line. Tuffy Packs manufactures a line of custom inserts that provide a level
of personal protection from ballistic threats similar to what law enforcement officers wear daily as bulletproof vests. The ballistic
panels conform to the National Institute of Justice (NIJ) Level IIIA threat requirements. Please see Item 1.01 of the Form 8-K
filed on September 19, 2016 for information relating to the Product License Agreement as well please see Item 1.01 and Item 2.01
of the Form 8-K filed on September 23, 2016 for information relating to the Product License Agreement and for a description of
the Company’s business.

 

On
June 17, 2020, and in connection with the Acquisition, Mr. Jeffrey Canouse was appointed as a member of the Company’s Board
of Directors. Mr. Canouse was also appointed to serve as our new Chief Executive Officer, a role which he assumed following the
filing of our Quarterly Report on August 14, 2020, at which time Mr. Gallo resigned from all officer and director positions with
the Company. Until that time, Mr. Gallo shall continue to serve as our Chief Executive Officer and our Board of Directors consists
of two directors, Joseph Gallo and Jeffrey Canouse. Please see item 5.02 of the form 8-K filed on July 20, 2020 for information
relating to the Appointment of New Director.

 

Effective
July 14, 2020, the Board of Directors of Madison Technologies, Inc. (the “Company”) approved the creation and issuance
of 100,000 shares of Series A Convertible Preferred Stock and 100 shares of Series B Super Voting Preferred Stock pursuant to
the conditions precedent to closing the Acquisition Agreement with Luxurie Legs, LLC ratified on July 17, 2020, under which the
Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC (“Luxurie”).
Please see item 3.02 of the form 8-K filed on August 7, 2020 for information relating to the Unregistered Sales of Equity Securities.

 

On
July 17, 2020, The Company Technologies, Inc. (the “Company”) officially ratified an Acquisition Agreement in order
to acquire the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC, a limited
liability company organized pursuant to the laws of the State of Delaware (“LUXURIE”), pursuant to which, at the effective
time, LUXURIE will transfer all of its right, title and interest in the License Agreement to the Company in exchange for a controlling
interest in the Company represented by newly issued preferred stock. Please see item1.01 of the form 8-K filed on July 20, 2020
for information relating to the entry into a material definitive agreement.

 

On
July 28, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation and Certificates of Designation establishing
the designations, preferences, limitations and relative rights of the Company’s Series A Convertible Preferred Stock and
Series B Super Voting Preferred Stock in the State of Nevada. Please see item 5.03 of the form 8-K filed on August 7, 2020 for
information relating to the Amendment to Articles of Incorporation or Bylaws.

 

 

RESULTS
OF OPERATIONS

 

Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be
unable to 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 equity or debt securities.

 

Six
months ended June 30, 2020 and June 30, 2019

 

Our
net loss for the six-month period ended June 30, 2020 was $18,189 (2019: $19,800), which consisted of general and administration
expenses and amortization. We generated $954 in revenue during six-month period in fiscal 2020 compared to $1,679 during the six-month
period in 2019. The decrease in expenses in the current fiscal year relate to an decrease in both general and administrative expense
and cost of sales related to our online store operations and the amortization of our Tuffy Pack license agreement obligations.

 

The
weighted average number of shares outstanding was 18,757,565 for the six-month period ended June 30, 2020 and 16,757,565
for the six-month period ended June 30, 2019.

 

Liquidity
and Capital Resources

 

Cash
and Working Capital

 

As
at June 30, 2020, Madison had cash of $5,015 and a working capital deficit of $376.566, compared to cash of $1,366 and working
capital deficit of $358,377 as at December 31, 2019.

 

There
are no assurances that Madison will be able to achieve further sales of its common stock or any other form of additional financing.
If Madison is unable to achieve the financing necessary to continue its plan of operations, then Madison will not be able to continue
and its business will fail.

 

The
officers and directors have agreed to pay all costs and expenses of having Madison comply with the federal securities laws (and
being a public company, should Madison be unable to do so). Madison’s officers and directors have also agreed to pay the
other expenses of Madison, should Madison be unable to do so. To continue its business plan, Madison will need to secure financing
for its business development. Madison currently has no source for funding at this time.

 

If
Madison is unable to raise additional funds to satisfy its reporting obligations, investors will no longer have access to current
financial and other information about its business affairs

 

 

Net
Cash Used in Operating Activities

 

Madison
used cash of $33,851 in operating activities during the first six months of fiscal 2020 compared to cash used of $35,262 in operating
activities during the same period in the previous fiscal year. The results were essentially the same for both years.

 

Net
Cash Provided (Used in) Investing Activities

 

Net
cash used in investing activities was nil for the first six months of both fiscal 2020 and fiscal 2019.

 

Net
Cash Provided by Financing Activities

 

Net
cash flows provided by financing activities of $37,500 for the first six months of fiscal 2020, were from the proceeds of a convertible
note payable. Madison generated $50,000 from share subscriptions during the first six months of fiscal 2019.

 

Plan
of Operation

 

Tuffy
Pack License

 

Our
plan of operation is to continue to deliver the Tuffy Pack licensed products into the European and UK retail and wholesale markets
via the use of online market and fulfillment services including but not limited to Amazon.eu, Ebay and Ecwid. By implementing
these companies’ services Madison will be able to establish a reliable supply chain that will receive delivery of the Licensed
Products, warehouse the Licensed Products, package the Licensed Package as per each customer order, and ship the Licensed Products
to the customer efficiently and cost effectively.

 

Payments
to be made under Product License Agreement of $50,000. At the date of this filing Madison has paid payments of $16,500 of the
$50,000. The company anticipates continued payments will be made under its Product License Agreement of $33,500.

 

Madison
sales strategy is to develop online exposure through the use of social media marketing and sending demo packs of the Licensed
Products to both online bloggers and established gun owner clubs. The demo packs will include both new products as well as examples
of the products that have been tested and exposed to gunfire to demonstrate the products effectiveness.

 

Casa
Zeta-Jones Brand License Agreement from Luxurie Legs, LLC

 

Our
plan of operation is to deliver the Casa Zeta-Jones brand licensed products into the international markets via to be determined
marketing and fulfillment services. The Casa Zeta-Jones brand licensed product line will include a custom designed handle and
cartridge system, pre-care products, exclusive shaving products and some of the best after care products on the market today.

 

 

Off-balance
Sheet Arrangements

 

Madison
has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to stockholders.

 

Going
Concern

 

Madison
has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive business activities.
For these reasons, Madison’s auditors stated in their report that they have substantial doubt Madison will be able to continue
as a going concern.

 

Future
Financings

 

Management
anticipates continuing to rely on equity sales of Madison’s common stock in order to continue to fund its business operations.
Issuances of additional common stock will result in dilution to Madison’s existing stockholders. There is no assurance that
Madison will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.

 

Material
Commitments for Capital Expenditures

 

At
June 30, 2020 Madison had an outstanding liability of $33,500 owing to Tuffy Packs LLC for the purchase of the Product Licensing
agreement. As of the date of this filing Madison is in arrears $33,500 according to the Product Licensing Agreement. Please see
Exhibit 10.5 Product License Agreement dated March 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc.

 

Tabular
Disclosure of Contractual Obligations

 

Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.

 

Critical
Accounting Policies

 

Madison’s
financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United
States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application
of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved
with the following aspects of Madison’s financial statements is critical to an understanding of Madison’s financial
statements.

 

 

Use
of Estimates

 

The
preparation of financial statements in accordance with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses in the reporting period. Madison regularly evaluates estimates and assumptions
related to the recovery of long-lived assets, donated expenses and deferred income tax asset valuation allowances. Madison bases
its estimates and assumptions on current facts, historical experience and various other factors that management believes to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced
by Madison may differ materially and adversely from Madison’s estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be affected.

 

Results
of Operations – Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

 

During
the fiscal year ended December 31, 2019, we incurred net losses of $42,263, compared to our net losses for December 31, 2018 of
$53,906. Our losses in the current fiscal year were lower due to a reduction in amortization expense.

 

We
have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For
these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

 

Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be
unable to continue in operation.

 

Liquidity
and Capital Resources

 

As
of December 31, 2019, Madison had total assets of $6,544, and a working capital deficit of $358,377, compared with a working capital
deficit of $366,114 as of December 31, 2018. The decrease in the working capital deficit was primarily due to a reduction in accounts
payable and accrued liabilities. The assets consisted of $1,366 in cash and $5,178 in prepaid expenses. The liabilities consisted
of $33,655 in accounts payable and accrued liabilities ($48,169 in 2018), $33,500 in license fee payable ($33,500 in 2018), $134,276
in notes payable and accrued interest ($126,498 in 2018), $163,000 in convertible notes payable to third parties ($163,000 in
2018), and $490 in convertible notes payable to a related party.

 

There
are no assurances that Madison will be able to achieve further sales of its Common Stock or any other form of additional financing.
If Madison is unable to achieve the financing necessary to continue its plan of operations, then Madison will not be able to continue
its plan of operations and its business will fail.

 

Net
Cash Used in Operating Activities

 

For
the fiscal year ended December 31, 2019, net cash used in operating activities increased to $51,177 compared with $32,967 for
the same period in the previous fiscal year. The use of cash was primarily due to a net loss of $42,263 less non-cash items of
interest on the convertible debt of $6,141, a reduction in amortization of license , the increase in accounts payable and accruals.
Gain on the foreign exchange on notes payable and the balances in prepaid expenses were factors in increasing the cash used in
operations.

 

Net
Cash Used in Investing Activities

 

The
Company did not invest any cash in investing activities in either the year ending December 31, 2019 or 2018.

 

Net
Cash Provided by Financing Activities

 

Net cash flows provided by financing activities
was $50,000 for the fiscal year ended December 31, 2019 as compared with financing activities of $32,290 for the same period in
the previous fiscal year. The net cash provided by financing activities in fiscal 2019 was from the proceeds of
shares issued.

 

Plan
of Operation

 

Madison’s plan of operation for the
next 12 months is to deliver the Licensed Products into the European and UK Amazon.eu, Redstag and MCS Fulfilment. By implementing
these companies’ services Madison will be able to establish a reliable supply chain that will receive delivery of the Licensed
Products, warehouse the Licensed Products, package the Licensed Package as per each customer order, and ship the Licensed Products
to the customer efficiently and cost effectively.

 

 

Management
expects to expand Madison’s sales distribution strategy beginning in May 2020 and to be operational by September 2020, this
includes the following components:

 

1.
Initial inventory with an estimated cost of $10,000

 

2.
Social media and online advertising of $10,000

 

3.
Payments to be made under Product License Agreement of $33,500

 

Madison
sales strategy is to develop online exposure through the use of social media marketing and sending demo packs of the Licensed
Products to both online bloggers and established gun owner clubs. The demo packs will include both new products as well as examples
of the products that have been tested and exposed to gunfire to demonstrate the products effectiveness.

 

In
addition to the costs associated to Madison’s sales and distribution strategy, management anticipates incurring the following
expenses during the next 12 month period:

 

  Management
anticipates spending approximately $2,500 in ongoing general and administrative expenses per month for the next 12 months,
for a total anticipated expenditure of $30,000 over the next 12 months. The general and administrative expenses for the year
will consist primarily of professional fees for the audit and legal work relating to Madison’s regulatory filings throughout
the year, as well as transfer agent fees, annual mineral claim fees and general office expenses.
     
  Management
anticipates spending approximately $15,000 in complying with Madison’s obligations as a reporting company under the
Securities Exchange Act of 1934 and as a reporting issuer in Canada. These expenses will consist primarily of professional
fees relating to the preparation of Madison’s financial statements and completing and filing its annual report, quarterly
report, and current report filings with the SEC and with SEDAR in Canada.

 

As
at December 31, 2019, Madison had cash of $1,366 and a working capital deficit of $358,360. Accordingly, Madison will require
additional financing in the amount of $396,816 in order to fund its obligations as a reporting company under the Securities
Act of 1934
and its general and administrative expenses for the next 12 months.

 

During
the 12 month period following the date of this annual report, management anticipates that Madison will not generate any revenue.
Accordingly, Madison will be required to obtain additional financing in order to continue its plan of operations. Management believes
that debt financing will not be an alternative for funding Madison’s plan of operations as it does not have tangible assets
to secure any debt financing. Rather, management anticipates that additional funding will be in the form of equity financing from
the sale of Madison’s Common Stock. However, Madison does not have any financing arranged and cannot provide investors with
any assurance that it will be able to raise sufficient funding from the sale of its Common Stock to fund its plan of operations.
In the absence of such financing, Madison will not be able to acquire any interest in a new technology and its business plan will
fail. Even if Madison is successful in obtaining equity financing and acquire an interest in a new technology, additional research
and development will be required before a determination as to whether the technology will be commercially viable. If Madison does
not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

 

Purchase
of Significant Equipment

 

We
do not intend to purchase any significant equipment during the next 12 months.

 

Off-Balance
Sheet Arrangements

 

Madison
has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support
and credit risk support or other benefits.

 

Material
Commitments for Capital Expenditures

 

Madison
had no contingencies or long-term commitments at December 31, 2019.

 

 

Going
Concern

 

The
independent auditors’ report accompanying our December 31, 2019 and 2018 financial statements contains an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern. The 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.

 

Tabular
Disclosure of Contractual Obligations

 

Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.

 

Critical
Accounting Policies

 

Madison’s
financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United
States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application
of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved
with the following aspects of Madison’s financial statements is critical to an understanding of Madison’s financial
statements.

 

Use
of Estimates

 

The
preparation of financial statements in accordance with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses in the reporting period. Madison regularly evaluates estimates and assumptions
related to deferred income tax asset valuation allowances. Madison bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by Madison may differ materially and adversely from Madison’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations
will be affected.

 

Fair
Value Measurements

 

Madison
follows FASB ASC 820, “Fair Value Measurements and Disclosures”, for all financial instruments and non-financial
instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of
fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information
used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements.
It does not change existing guidance as to whether or not an instrument is carried at fair value. Madison defines fair value as
the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required
to be recorded at fair value, Madison considers the principal or most advantageous market in which Madison would transact and
the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as
inherent risk, transfer restrictions and credit risk. Madison has adopted FASB ASC 825, “Financial Instruments”,
which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are
not required to be measured at fair value. Madison has not elected the fair value option for any eligible financial instruments.

 

 

Impairment
of Long-Lived Assets

 

Impairment
losses on long-lived assets, such as mining claims, are recognized when events or changes in circumstances indicate that the undiscounted
cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying
amounts.

 

Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Madison
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required
under this item.

 

Off
Balance Sheet Arrangements

 

The
Company is not party to any off-balance sheet arrangements that may affect its financial position or its results of operations.

 

Recently
Adopted Authoritative Pronouncements

 

In
February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires
lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently
amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements
to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that
requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12
months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense
recognition in the income statement. The new standard is effective on January 1, 2019. A modified retrospective transition approach
is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use
either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as
its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also
apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative
period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company
adopted the new standard on January 1, 2019 and use the effective date as the date of initial application. Consequently, financial
information will not be updated and the disclosures required under the new standard will not be provided for dates and periods
before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elects
the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions
about lease identification, lease classification and initial direct costs. On adoption, the Company recognized additional operating
lease liabilities of approximately $911,000 with corresponding ROU assets of the same amount based on the present value of the
remaining minimum rental payments under current leasing standards for existing operating leases.

 

In
June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it
with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting
Standards Codification, or ASC, 718 to include share-based payments granted to nonemployees in exchange for goods or services
used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for
public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods.
Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before
an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the financial position and
results of operations.

 

Recent
Authoritative Pronouncements

 

In
December 2019, the FASB issued ASU No. 2019-12, Income Taxes – simplifying the accounting for income taxes (Topic 740), which
is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income
Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending
existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results
of operations.

 

 

No
other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated
financial statements.

 

Consequently,
financial information will not be updated and the disclosures required under the new standard will not be provided for dates and
periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company
elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior
conclusions about lease identification, lease classification and initial direct costs. The Company continues to evaluate the impact
that that this standard will have on the Company’s financial statements. While the Company continues to assess all of the
effects of adoption, the Company currently believes the most significant effects relate to the recognition of new ROU assets and
lease liabilities on the Company’s balance sheet for the Company’s real estate operating leases.

 

In
May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.”
This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to
apply modification accounting. The amendments should be applied prospectively to an award modified on or after the adoption date.
For public business entities, this update is effective for financial statements issued for fiscal years beginning after December
15, 2017 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating whether this ASU will have
a material impact on our consolidated financial statements.

 

No
other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed
consolidated financial statements.

 

Quantitative
and Qualitative Disclosures about Market Risk.

 

We
do not hold any derivative instruments and do not engage in any hedging activities.

 

Financial
Statements and Supplementary Data.

 

Disclosure
controls and procedures

 

We
maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include
controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that
such information is accumulated and communicated to our management, including the principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure. Our management, with the participation of the principal executive
officer and principal financial officer, evaluated our disclosure controls and procedures as December 31, 2019. Based on this
evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2019, our disclosure
controls and procedures were not effective.

 

Changes
in internal control over financial reporting

 

There
were no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not
applicable.

 

 

LEGAL
PROCEEDINGS

 

We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse
effect.

 

ITEM
1A. RISK FACTORS

 

Not
applicable to smaller reporting companies.

 

DEFAULTS
UPON SENIOR SECURITIES

 

There
has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with
respect to any indebtedness of the Company.

 

MINE
SAFETY DISCLOSURES

 

Not
applicable.

 

DIRECTORS
AND EXECUTIVE OFFICERS

 

The
following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel
as of August 26, 2020. All of our directors serve until the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion
of the Board, and are elected or appointed to serve until the next meeting of the Board following the annual meeting of stockholders.
Also provided is a brief description of the business experience of each director and executive officer and the key management
personnel during the past five years and an indication of directorships held by each director in other companies subject to the
reporting requirements under the Federal securities laws.

 

Name
(age)
  Position  

Year
First

Elected
a Director

Joseph
Gallo (61)
  Former
Chief Executive Officer and Former Director
  2007
Jeffrey Canouse (46)   Chief Executive Officer, Chief Financial
Officer, and Chairman
  2020

 

Joseph
Gallo served as our Chief Executive Officer, Chief Financial Officer and Director throughout the fiscal years ended December 31,
2018 and December 31, 2019 and through the quarter ended on June 30, 2020. Jeffrey Canouse was appointed a Director of the Company
on June 17, 2020 and he assumed the role of Chief Executive Officer and Chief Financial Officer upon the resignation of Mr. Gallo,
following the filing of our June 30, 2020 10-Q, which was filed on August 14, 2020.

 

Background
of Directors and Officers

 

Jeffrey
Canouse
, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors.

 

Mr.
Canouse, age 46, combines over twenty-three years of experience in financial senior management following a thirteen-year career
as an Investment Banker. Previously, he had been involved in various companies in the investment industry holding positions including
Vice President, Senior Vice President and Managing Director at J. P. Carey Inc., J.P. Carey Securities Inc. and JPC Capital a
boutique (the “Carey Company’s”) investment banking firm that assisted in arranging over $2 billion in financing.
During his time with the Carey Company’s Mr. Canouse was personally responsible for sourcing new corporate clients, presenting
to institutional investors, structuring terms, and working with counsel for timely closings. From July 11, 2011 through the present
day, Mr. Canouse has acted as Managing Member of Anvil Financial Management, LLC where he has offered his expertise to companies
in need of restructuring, financing, debt settlement and compliance assistance. Mr. Canouse has also previously acted as Chief
Executive Officer of two other publicly traded companies, where he oversaw acquisitions and restructuring amongst other duties
in those roles.

 

 

Joseph
Gallo
, Former Chief Executive Officer, Former Chief Financial Officer and Former Director

 

Mr.
Gallo, age 61 served as a director and the president of Madison since June 2007 and the CFO, treasurer, and corporate secretary
of Madison since September 2011. He resigned from all officer and director roles with the Company following the filing of our
10-Q on August 14, 2020. Mr. Gallo developed his managerial skills while moving up the store managerial ranks with Canada Safeway,
Ltd., starting as a clerk in 1977, through service as a Team Leader and becoming an Assistant Store Manager and Store Closer,
a position which he held until his resignation in 2006. Since 2006, he has devoted his time to developing his residential construction
and rehabilitation business (d/b/a “Solid Construction”) that he founded and has run since 1992. In 1986, Mr. Gallo
founded JovicPlasticfacture, to which he assigned the patent for the bicycle brake light that he had invented that incorporated
microprocessor technology (“speed indicating light mechanism”). The product was voted the most innovative product
of the year by the Vancouver Design Group, was awarded two governmental grants, and the company commercialized the product until
1991. Mr. Gallo’s past experience includes the staking of mineral exploration properties for companies such as US Diamonds
Corporation and Atlas Corporation.

 

Term
of Office

 

Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until
removed by the board, except to the extent governed by an employment agreement.

 

Involvement
in Certain Legal Proceedings

 

To
the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director,
executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type
of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

 

Meetings
of Our Board of Directors

 

Our
Board did not hold any meetings during the most recently completed fiscal year end. Various matters were approved by written consent,
which in each case was executed by the Board.

 

Committees
of the Board

 

We
do not currently have a compensation committee, nominating committee, or stock plan committee.

 

 

Audit
Committee

 

We
do not have a separately-designated standing audit committee. The entire Board performs the functions of an audit committee, but
no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit
committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants
to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our
internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent
auditor and the performance of the independent auditor.

 

Nominating
Committee

 

Our
Board does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size
and the size of our Board, at this time, do not require a separate nominating committee.

 

When
evaluating director nominees, our directors consider the following factors:

 

  the
appropriate size of our board of directors;
  our
needs with respect to the particular talents and experience of our directors;
  the
knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light
of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
  experience
in political affairs;
  experience
with accounting rules and practices; and
  the
desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

 

Our
goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional
experience.

 

Other
than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other
factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first
evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience
that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of
the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board
then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board
are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify
qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees,
although we reserve the right in the future to retain a third party search firm, if necessary.

 

Section
16(a) Beneficial Ownership Reporting Compliance

 

Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more
of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 

Based
solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the
fiscal year ended December 31, 2019, were timely

 

 

Code
of Ethics

 

We
have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or
Controller, or persons performing similar functions, which is shown as an exhibit hereto.

 

EXECUTIVE
COMPENSATION.

 

Overview

 

The
following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have
a compensation committee, and as such, our board of directors is responsible for determining the compensation of our named executive
officers.

 

Compensation
Program Objectives and Philosophy

 

The
primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible,
to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and
to align executive compensation with the achievement of our short- and long-term business objectives.

 

The
Board considers a variety of factors in determining compensation of executives, including their particular background and circumstances,
such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient
managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping
to lead our Company through a period of rapid growth.

 

In
the near future, we expect that our Board will form a compensation committee charged with the oversight of executive compensation
plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief
executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our
compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding
superior individual and company performance with commensurate compensation.

 

Since
Madison’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised
or repriced.

 

Currently,
there are no arrangements between Madison and any of its directors whereby such directors are compensated for any services provided
as directors.

 

There
are no employment agreements between Madison and any named executive officer, and there are no employment agreements or other
compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event
of resignation, retirement, other termination of employment or from a change of control of Madison or from a change in a named
executive officer’s responsibilities following a change in control.

 

SUMMARY
COMPENSATION TABLE

 

Name
and principal position
(a)
    Year
(b)
    Salary
($)
(c)
  Bonus
($)
(d)
  Stock
Awards
($)
(e)
  Option
Awards
($)
(f)
  Non-Equity
Incentive Plan
($)
(g)
  Non-qualified
Deferred Compensation Earnings
($)
(h)
  All
other compensation
($)
(i)
  Total
($)
(j)
                                         
Joseph Gallo     2019     nil   nil   nil   nil   nil   nil   nil   nil
CEO, President, CFO     2018     nil   nil   nil   nil   nil   nil   nil   nil
Mar 2018 – August 14, 2020                                        
                                         
Thomas Brady     2018     nil   nil   nil   nil   nil   nil   nil   nil
President     2017     n/a   n/a   n/a   n/a   n/a   n/a   n/a   n/a
Sep 2016 – Mar 2018     2016     n/a   n/a   n/a   n/a   n/a   n/a   n/a   n/a

 

 

Executive
Compensation

 

Employment
Agreements

 

We
do not have any written employment agreements with any executive officers or directors.

 

Stock
Option Grants

 

We
have not granted any stock options to the executive officers or directors since the adoption of the Plan.

 

Director
Compensation

 

We
do not currently pay any cash fees or expenses to our sole director for serving on the Board.

 

Compensation
Policy

 

The
Company does not believe that its compensation policies are reasonably likely to increase corporate risk or have a material adverse
effect on the Company.

 

Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The
following table sets forth certain information known to the Company with respect to the beneficial ownership as of August 14,
2020, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company’s common stock, (ii) each
director and nominee, (iii) the executive officers, and (iv) all current directors and executive officers as a group.

 

Name
and Address(1)
 

Number
of Shares

Beneficially
Owned

   

Percentage

of
Class(2)

 
             
Named
Directors and Officers
               
Jeffrey
Canouse, Chairman and CEO(3)
    6,177,000 (4)     31 %
                 
All Officers
and Directors as a Group (1 person)
    6,177,000       31 %

 

1) Unless
otherwise indicated, the address of each beneficial owner listed above is c/o Madison Technologies, Inc., 4448 Patterdale
Drive, North Vancouver, BC V7R 4L8.
2) Based
on a total of 19,842,565 shares of common stock outstanding on August 14, 2020.
3) Mr.
Canouse also owns all 100 shares of the Company’s Series B Super Voting Preferred Stock, which provide him with voting
power equal to 51% of the issued and outstanding shares of Common Stock, effectively providing Mr. Canouse with voting control
over all matters coming before a vote of our Common Stockholders.
4) The
6,177,000 shares of our Common Stock were assigned by Joseph Gallo to Jeffrey Canouse effective August 14, 2020.

 

 

Changes
in Control

 

A
change in control occurred upon the issuance of 100 shares of Series A Super Voting Preferred Stock as detailed in the Company’s
Current Report on Form 8-K dated August 7, 2020.

 

On
August 6, 2020, the Board of Directors of the Company approved the issuance of all 100 authorized shares of Series B Super Voting
Preferred Stock to Jeffrey Canouse, a current Director of the Company, who had been approved by the Board of Directors to become
the Company’s Chief Executive Officer upon the resignation of Joseph Gallo, following the completion of the remaining closing
formalities of the License Agreement, as detailed in the July 20, 2020 Current Report on Form 8-K and the July 24, 2020 Schedule
14F as previously filed with the Commission.

 

As
such, Jeffrey Canouse effectively holds the majority voting power over the Company, by virtue of the 51% Super Voting rights attributed
to the holder of the Series B Super Voting Preferred Stock, as further detailed below.

 

We
are not aware of any other arrangements that may result in “changes in control” as that term is defined by the provisions
of Item 403(c) of Regulation S-K.

 

Certain
Relationships and Related Transactions, and Director Independence

 

(a)
Transactions with Related Persons

 

Since
the beginning of Madison’s last fiscal year, no director, executive officer, security holder, or any immediate family of
such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently
proposed transaction, which Madison was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent
of the average of Madison’s total assets at year-end for the last three completed fiscal years.

 

(b)
Promoters and control persons

 

From
July 2004 until June 2007, Kevin Stunder and Joel Haskins were promoters of Madison’s business. From June 2007 until July
2011, Joseph Gallo and Steven Cozine were promoters of Madison’s business. From July 2011 until September 2014 Joseph Gallo
was the promoter of Madison’s business. From September 2014 until November 2014 Brent Inzer was the promoter of Madison’s
business. From November 2014 until Jan 2015 Mr. Frank McEnulty was the promoter of Madison’s business. From January 2015
until September 2016 Mr. Joseph Gallo was the promoter of Madison’s business. From September 2016 until March 2018 Mr. Thomas
Brady was the promoter of Madison’s business. Since March 3, 2018 until his resignation from all officer and director
positions effective following the filing of our 10-Q for the period ending June 30, 2020, on August 14, 2020, Joseph Gallo
was the promoter of Madison’s business. Since the resignation of Mr. Gallo, Jeffrey Canouse would be considered
a promoter of Madison’s business. None of these promoters have received anything of value from Madison nor is any person
entitled to receive anything of value from Madison for services provided as a promoter of the business of Madison.

 

(c)
Director independence

 

Following
Joseph Gallo’s resignation from all officer and director positions effective following the filing of our 10-Q for the period
ending June 30, 2020, on August 14, 2020, Madison’s board of directors currently consists of Jeffrey Canouse. Pursuant to
Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Madison’s board of directors has adopted the definition of “independent
director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means
a person other than an executive officer or employee of Madison or any other individual having a relationship which, in the opinion
of Madison’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director, and includes any director who accepted any compensation from Madison in excess of $200,000 during any period of
12 consecutive months with the three past fiscal years. Also, the ownership of Madison’s stock will not preclude a director
from being independent.

 

In
applying this definition, Madison’s board of directors has determined that Mr. Gallo did not qualify as an “independent
director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual and that Mr. Canouse does not qualify as an “independent
director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual.

 

As
of the date of the report, Madison did not maintain a separately designated compensation or nominating committee. Madison has
also adopted this definition for the independence of the members of its audit committee. Joseph Gallo serves on Madison’s
audit committee. Madison’s board of directors has determined that Mr. Gallo is not “independent” for purposes
of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent”
for purposes of Section 10A(m)(3) of the Securities Exchange Act.

 

 

Principal
Accountant Fees and Services

 

(1)
Audit Fees

 

The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for
Madison’s audit of annual financial statements and for review of financial statements included in Madison’s Form 10-Q’s
or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for
those fiscal years was:

 

2019
– $8,900 – K. R. Margetson Ltd. – Chartered Professional Accountant

2018
– $8,900 – K. R. Margetson Ltd. – Chartered Professional Accountant

 

(2)
Audit-Related Fees

 

The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that
are reasonably related to the performance of the audit or review of Madison’s financial statements and are not reported
in the preceding paragraph:

 

2019
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

2018
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

 

(3)
Tax Fees

 

The
aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for
tax compliance, tax advice, and tax planning was:

 

2019
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

2018
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

 

(4)
All Other Fees

 

The
aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:

 

2019
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

2018
– $nil – K. R. Margetson Ltd. – Chartered Professional Accountant

 

(6)
The percentage of hours expended on the principal accountant’s engagement to audit Madison’s financial statements
for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was nil %.

 

PLAN
OF DISTRIBUTION

 

Plan
of Distribution for Madison Technologies, Inc.’s Public Offering of 50,000,000 Shares of Common Stock

 

This
is a self-underwritten (“best-efforts”) offering. This prospectus is part of a registration statement that permits
our officers and directors to sell the shares being offered by the Company directly to the public, with no commission or other
remuneration payable to them for any shares they may sell. Presently, we expect that our officers and directors will personally
contact existing shareholders, friends, family members and business acquaintances and inform them about the offering. In addition,
we may market the offering to institutional investors through our officers and directors. We may also offer our shares of common
stock through brokers, dealers or agents, although we have no current plans or arrangements to do so. The company has been contacted
by multiple financial institutions, as well as fielded interest from existing shareholders that give the Company assurance as
to the marketability of its shares to these identified parties. This offering will terminate on the date which is 180 days from
the effective date of this prospectus, although we may close the offering on any date prior if the offering is fully subscribed
or upon the vote of our board of directors.

 

 

In
offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration
set forth in Rule 3a4-1 under the Exchange Act. The officers and directors will not register as broker-dealers pursuant to Section
15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an
issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. In that regard,
we confirm that:

 

  a. None
of our officers or directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the
Exchange Act;
     
  b. None
of our officers or directors will be compensated in connection with their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in the common stock;
     
  c. None
of our officers or directors is or will be, at the time of his participation in the offering, an associated person of a broker-dealer;
and
     
  d. Our
officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily
perform substantial duties for or on our behalf, other than in connection with transactions in securities, and (B) is not
a broker or dealer, or has been an associated person of a broker or dealer, within the preceding 12 months, and (C) has not
participated in selling and offering securities for any issuer more than once every 12 months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii) of Rule 3a4-1.

 

None
of our officers or directors, control persons or affiliates intend to purchase any shares in this offering.

 

DESCRIPTION
OF CAPITAL STOCK

 

The
following description of our capital stock is a summary of the material terms of our capital stock. This summary is subject to
and qualified in its entirety by our Articles of Incorporation and Bylaws, and by the applicable provisions of Nevada law.

 

Our
authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, of which 19,842,565 shares
are issued and outstanding as of August 14, 2020.

 

Common
Stock

 

The
Board of Directors is authorized to issue, without stockholder approval, any authorized but unissued shares of our common stock.
Each share of our common stock is entitled to share pro rata in dividends and distributions with respect to our common stock when,
as and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of common stock has
any preemptive right to subscribe for any of our securities. Upon our dissolution, liquidation or winding up, the assets will
be divided pro rata on a share-for-share basis among holders of the shares of common stock. All shares of common stock outstanding
are fully paid and non-assessable. Action Stock Transfer currently serves as transfer agent for the Common Stock.

 

Voting
Rights

 

Holders
of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election
of directors, and, except as otherwise required by law. The holders of shares of our common stock do not have cumulative voting
rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of our directors.

 

 

Liquidation
Rights

 

Subject
to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in
our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.

 

Absence
of Other Rights

 

Holders
of common stock have no preferential, preemptive, conversion or exchange rights.

 

Preferred
Stock

 

Effective
July 14, 2020, the Board of Directors of Madison Technologies, Inc. (the “Company”) approved the creation and issuance
of 100,000 shares of Series A Convertible Preferred Stock and 100 shares of Series B Super Voting Preferred Stock pursuant to
the conditions precedent to closing the Acquisition Agreement with Luxurie Legs, LLC ratified on July 17, 2020, under which the
Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC (“Luxurie”).
Please see item 3.02 of the form 8-K filed on August 7, 2020 for information relating to the Unregistered Sales of Equity Securities.

 

On
July 28, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation and Certificates of Designation establishing
the designations, preferences, limitations and relative rights of the Company’s Series A Convertible Preferred Stock and
Series B Super Voting Preferred Stock in the State of Nevada. Please see item 5.03 of the form 8-K filed on August 7, 2020 for
information relating to the Amendment to Articles of Incorporation or Bylaws.

 

Series
A Convertible Preferred Stock

 

Shares
of Series A Convertible Preferred Stock are convertible into shares of the Company’s Common Stock equal to 95% of the issued
and outstanding shares of Common Stock post-closing, with a 9.99% conversion cap and anti-dilution rights for twenty-four (24)
months.

 

On
August 6, 2020, the Board of Directors of the Company approved the issuance of all 100,000 authorized shares of Series A Convertible
Preferred Stock to the following Luxurie stakeholders:

 

Equity
Markets Advisory Inc.
40,000
Shares
   
Trillium
Partners LP
40,000
Shares
   
Walter
Hoelzel
5,000
Shares
   
Stuart
Sher
5,000
Shares

 

Series
B Super Voting Preferred Stock

 

Also
on August 6, 2020, the Board of Directors of the Company approved the issuance of all 100 authorized shares of Series B Super
Voting Preferred Stock to Jeffrey Canouse, a current Director of the Company, who has been approved by the Board of Directors
to become the Company’s Chief Executive Officer upon the resignation of Joseph Gallo, following the completion of the remaining
closing formalities of the License Agreement, as detailed in the July 20, 2020 Current Report on Form 8-K and the July 24, 2020
Schedule 14F as previously filed with the Commission.

 

As
such, Jeffrey Canouse effectively holds the majority voting power over the Company, by virtue of the 51% Super Voting rights attributed
to the holder of the Series B Super Voting Preferred Stock, as further detailed below.

 

We
claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”)
since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale,
we took appropriate measures to restrict transfer, and the recipients had access to similar documentation and information as would
be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuance and the
Company paid no underwriting discounts or commissions.

 

 

EXPERTS

 

The
audited consolidated financial statements of, Madison Technologies, Inc. for the years ended December 31, 2019 and December 31,
2018 and included in this registration statement have been so included in reliance upon the report of K. R. Margetson Ltd., an
independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority
of said firm as experts in auditing and accounting.

 

LEGAL
MATTERS

 

Matheau
J. W. Stout, Esq. of Stout Law Group, P.A., of Baltimore, Maryland, will issue to Madison Technologies, Inc. its opinion regarding
the legality of the common stock being offered hereby. Stout Law Group, P.A. has consented to the references in this prospectus
to its opinion.

 

WHERE
YOU CAN FIND MORE INFORMATION

 

We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common
stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain
all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration
statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and
regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you
to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus
regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not
necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other
document filed as an exhibit to the registration statement.

 

A
copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge
at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any
part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public
may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330.
Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

 

Upon
effectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic
reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information
with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website
of the SEC referred to above. We maintain a website at www.thedispensingsolution.com. You may access our reports and other information
free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished
to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is
not a part of this prospectus.

 

 

INDEX
TO FINANCIAL STATEMENTS

 

 

 

 

Report of Independent
Registered Public Accounting Firm

 

K.
R. MARGETSON LTD.
Chartered
Professional Accountant
#210,
905 West Pender Street
Tel:
604.641.4450
Vancouver
BC V6C 1L6
Fax:
1.855.603.3228
Canada  

 

To
the Board of Directors and Stockholders of

Madison
Technologies Inc.

 

Opinion
on the financial statements

 

I
have audited the accompanying balance sheets of Madison Technologies Inc. as of December 31, 2019 and 2018 and the related statements
of operations, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively
referred to as the “financial statements’). In my opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2019 and 2018 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2019 in conformity with accounting principles generally accepted
in the United States of America.

 

Basis
for opinion

 

These
financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these
financial statements based on my audits. My company is a public accounting firm registered with the Public Company Accounting
Oversight Board (“PCAOB”) and is required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

I
conducted my audits in accordance with the standards of the PCAOB. Those standards require that I plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.
As part of my audits, I am required to obtain an understanding of internal control over financial reporting, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, I express no such opinion.

 

My
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence
regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe
that my audits provide a reasonable basis for my opinion.

 

The
accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America
assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to their planned financing and other matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 

I
have served as the Company’s auditor since 2009

 

/s/
K. R. MARGETSON LTD
 
   
Chartered
Professional Accountant
Vancouver, BC
 
Canada  
April
14, 2020
 

 

 

MADISON
TECHNOLOGIES INC.

 

Balance
Sheets

 

    December 31, 2019     December 31, 2018  
             
ASSETS                
                 
CURRENT ASSETS                
Cash   $ 1,366     $ 2,543  
Prepaid expenses     5,178       3,000  
                 
      6,544       5,543  
                 
Total Assets   $ 6,544     $ 5,543  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
CURRENT LIABILITIES                
Accounts payable and accrued liabilities   $ 33,655     $ 48,169  
License fee payable (Note 3)     33,500       33,500  
Demand notes and accrued interest payable (Note 4)     134,276       126,498  
Convertible notes payable (Note 5)     163,000       163,000  
Related party convertible loan (Note 6)     490       490  
                 
TOTAL LIABILITIES     364,921       371,657  
                 
STOCKHOLDERS’ DEFICIIT                
Common Stock (Note 7)                
Par Value: $0.001                
Authorized 500,000,000 shares                
Issued and outstanding: 18,057,565 shares (Dec 31, 2018 – 16,757,565 shares)     18,057       16,757  
Additional Paid in Capital     197,845       119,145  
Shares subscribed           30,000  
Accumulated deficit     (574,279 )     (532,016 )
                 
Total stockholders’ deficit     (358,377 )     (366,114 )
                 
Total liabilities and stockholders’ deficit   $ 6,544     $ 5,543  

 

Note
1 Going concern

 

See
Accompanying Notes to the Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

STATEMENTS
of Operations

 

    For the twelve     For the twelve  
    months ended     months ended  
    Dec 31 2019     Dec 31 2018  
             
Revenues                
Sales   $ 4,983     $ 4,426  
Cost of sales     3,081       2,527  
                 
Gross Margin     1,902       1,899  
                 
Operating expenses                
Amortization expense           17,760  
General and administrative     38,024       31,910  
                 
      38,024       49,670  
                 
Loss before other expense     (36,122 )     (47,771 )
                 
Other items                
Interest     (6,141 )     (6,135 )
                 
Net loss and comprehensive loss   $ (42,263 )   $ (53,906 )
                 
Net loss per share-Basic and diluted   $ (0.002 )   $ (0.003 )
                 
Average number of shares of common stock outstanding     17,462,770       16,449,346  

 

See
Accompanying Notes to the Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

StatementS
of stockholders’ DEFICIT

 

                Additional                    
    Common           Paid
In
    Shares     Accumulated        
    Shares     Amount     Capital     Subscribed     Deficit     Total  
                                     
Balance, December 31, 2018     16,757,565     $ 16,757     $ 119,145     $ 30,000     $ (532,016 )   $ (366,114 )
Common
shares issued for cash
                                               
Shares issued at
$0.05 per share
    1,000,000       1,000       49,000                   50,000  
Shares issued at
$0.10 per share
    300,000       300       29,700       (30,000 )            
Net
loss for the year
                            (42,263 )     (42,263 )
                                                 
Balance, December
31, 2019
    18,057,565     $ 18,057     $ 197,845     $     $ (574,279 )   $ (358,377 )

 

                Additional                    
    Common           Paid
In
    Shares     Accumulated        
    Shares     Amount     Capital     Subscribed     Deficit     Total  
                                     
Balance, December 31, 2017     12,257,565     $ 12,257     $ 88,645     $     $ (478,110 )   $ (377,208 )
Debt
converted to common shares
                                               
Converted at $0.01
per share
    2,500,000       2,500       22,500                   20,000  
Converted at $0.005
per share
    2,000,000       2,000       8,000                   25,000  
Shares
subscribed at $0.10 per share
                      30,000              
Net
loss for the year
                            (53,906 )     (53,906 )
                                                 
Balance, December
31, 2018
    16,757,565     $ 16,757     $ 119,145     $ 30,000     $ (532,016 )   $ (386,114 )

 

See
Accompanying Notes to the Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

StatementS
of cash flows

 

    For
the twelve
    For
the twelve
 
    months
ended
    months
ended
 
    Dec
31, 2019
    Dec
31, 2018
 
             
Cash Flows from operating activities:                
Net loss
for the period
  $ (42,263 )   $ (53,906 )
                 
Adjustments to reconcile
net loss to cash used in operating activities:
               
Amortization of license           17,760  
Accrued interest
on notes payable
    6,141       6,135  
Foreign exchange
on notes payable
    1,637       (2,731 )
Changes in assets
and liabilities:
               
Accounts payable
and accruals
    (14,514 )     2,775  
Prepaid
expenses
    (2,178 )     (3,000 )
                 
Net cash used
in operating activities
    (51,177 )     (32,967 )
                 
Cash Flows from financing activities:                
Proceeds from convertible
notes issued
          2,000  
Advances from related
party
          229  
Cash received from
share issuance
    50,000        
Shares
subscribed but not issued
          30,000  
                 
Net cash provided
by financing activities
    50,000       32,290  
                 
Net increase (decrease) in cash     (1,177 )     (738 )
                 
Cash, beginning
of year
    2,543       3,281  
                 
Cash, end of
year
  $ 1,366     $ 2,543  
                 
SUPPLEMENTAL DISCLOSURE                
                 
Interest paid   $     $  
Taxes paid   $     $  
Convertible note issued for related party advance   $       $ 490  

 

See
Accompanying Notes to the Financial Statements

 

 

MADISON
TECHNOLOGIES INC.

 

NOTES
TO THE FINANCIAL STATEMENTS

 

(Audited)

 

December
31, 2019

 

Note
1 Nature and Continuance of Operations

 

The
Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded
on the OTC Bulletin Board.

 

Up
until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement
whereby it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system for
commercial purposes. On December 14, 2014, this asset purchase agreement was terminated.

 

On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000.
On March 11, 2015, the Company changed its name from Madison Explorations, Inc. to Madison Technologies Inc. and effected the
stock consolidation.

 

On
September 16, 2016, the Company entered into a distribution product license agreement with Tuffy Packs, LLC to distribute
products into the United Kingdom and 43 other essentially European countries. The Company will be selling ballistic panels which
are personal body armors, that conforms to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s
plan of operations and sales strategy include online and social media marketing, as well as attending various tradeshows and conferences.
As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis.

 

Effective
December 31, 2016, the Company dissolved its wholly owned subsidiary, Scout Resources Inc. (“Scout”) and assumed all
the debt that Scout owed.

 

These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization
values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue
as a going concern. At December 31, 2019, the Company had not yet achieved profitable operations, had accumulated losses of $574,279
since its inception and expects to incur further losses in the development of its business, all of which casts substantial
doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern
is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to
address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related
party advances. That said, there is no assurance of additional funding being available.

 

Note
2 Summary of Significant Accounting Policies

 

a)
Year end

 

The
Company has elected a December 31st fiscal year end.

 

 

b)
Cash and cash equivalents

 

The
Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
As at December 31, 2019, the Company did not have any cash equivalents in 2019. (2018 – $nil).

 

c)
Revenue Recognition

 

In
May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance
is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core
principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance
addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and
fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue
and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized
from costs incurred to obtain or fulfill a contract.

 

The
Company adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective
method. Revenues for the year ended December 31, 2019 were not adjusted. The adoption of Topic 606 did not have a material impact
to the Company’s financial statements. Revenue from contracts with customers is generated primarily from selling products
online. The customer orders and pays for the products through an online portal. Once the payment goes through, a purchase order
is generated and submitted to the supplier. When the supplier ships the products to the customer, revenue is then recognized when
the performance obligation is completed.

 

The
Company recognizes revenue when a contract is in place, goods or services are delivered to the purchaser and collectability is
reasonably assured.

 

 

d)
Basic and Diluted Net Income (Loss) per Share

 

The
Company reports basic loss per share in accordance FASB ASC Topic 260, “Earnings per share”. Basic net income
(loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net income (loss) per share on the potential exercise of the equity-based
financial instruments is not presented where anti-dilutive.

 

e)
Use of Estimates

 

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company
may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be
reasonable.

 

f)
Fair Value Measurements

 

The
Company follows FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, for all financial instruments
and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single
definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the
source of information used in fair value measurement and expands disclosures about fair value measurements required under other
accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The
Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities,
which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the
Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the
asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted FASB ASC 825, “Financial
Instruments”,
which allows companies to choose to measure eligible financial instruments and certain other items at
fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible
financial instruments.

 

 

g)
Income Taxes

 

The
Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements
or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws
or rates are considered.

 

Due
to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved.

 

h)
Impairment of Long-Lived Assets

 

Impairment
losses on long-lived assets, such as mining claims, are recognized when events or changes in circumstances indicate that the undiscounted
cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying
amounts.

 

i)
Foreign Currency Translation and Transactions

 

The
Company’s functional currency is US dollars. Foreign currency balances are translated into US dollars as follows:

 

Monetary
assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange
in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at
the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange
gains and losses in the period are included in operations.

 

j)
Intangible Assets

 

Intangible
assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable
and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet
these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially
measured at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those
with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible
asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if
applicable, unscheduled amortization is considered.

 

 

A
license agreement has been capitalized and recorded at cost. It will be amortized over the life of the contract, which is two
years.

 

m)
Recent Accounting Pronouncements

 

In December 2019, the FASB
issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This new guidance
includes several provisions to simplify the accounting for income taxes. The standard removes certain exceptions for recognizing
deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods. This standard
is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption
of this standard is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial
statements.

 

In August 2018, the FASB issued
ASU No. 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’s Accounting
for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. This new guidance requires
a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use
software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Also,
capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of
the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This
standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early
adoption of this standard is permitted. The adoption of this guidance will not have a material impact on the Company’s financial
statements 

 

In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current
expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments
held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces
the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized
cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15,
2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final
ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of
the adoption of this ASU on its financial statements.

 

In February 2016, the FASB issued
ASU 2016-02, “Leases (Topic 842)” and subsequent amendments to the initial guidance: ASU 2018-10, ASU 2018-11, ASU
2018-20 and ASU 2019-01 (collectively, Topic 842). As the Company has no leases, this pronouncement did not affect the Company’s
financial statements.

 

The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently
issued would, if adopted, have a material effect on the accompanying financial statements.

 

Note
3 License Agreement

 

The Company entered into a
product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation, to sell Ballistic Panels in
certain countries, essentially in Europe. The license was for a period of two years unless terminated and may be renewed for
successive terms of two years each. The payment terms for the license is as follows:

 

  1. $10,000
payable within seven days after the effective date;
  2. An
additional $15,000 payable within 30 days after the effective date; and
  3. A
final payment of $25,000 payable within 90 days of the effective date.

 

The Company initially recorded
an intangible asset and a license fee payable of $50,000. 

 

As at December 31, 2019, the
Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. The Company has fully amortized the intangible
asset of $50,000.

 

As
a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going
forward, the agreement would be on a non-exclusive basis.

 

 

Note
4 Demand Notes and Accrued Interest Payable

 

The
Company has three notes payable. Each note is unsecured and payable on demand.

 

    December 31,
2019
    December 31,
2018
 
             
Note payable bearing interest at 8%   $ 25,000     $ 25,000  
Accrued interest there on     29,797       27,797  
      54,797       52,797  

 

    December 31,
2019
    December 31,
2018
 
             
Note payable bearing interest at 5%                
(Debt is Canadian $30,000)     23,077       22,059  
Accrued interest there on     14,712       12,960  
      37,789       35,019  

 

    December 31,
2019
    December 31,
2018
 
Note payable bearing interest at 12%     25,000       25,000  
Accrued interest there on     16,690       13,682  
      41,690       38,682  
                 
Total debt and interest payable   $ 134,276     $ 126,498  

 

Interest
accrued on the note bearing 8% interest was $2,000 for the twelve months ended December 31, 2019 (2018 – $2,000).

Interest
accrued on the note bearing 5% interest was $1,141 for the twelve months ended December 31, 2019 (2018 – $1,143).

Interest
accrued on the note bearing 12% interest was $3,000 for the twelve months ended December 31, 2019 (2018 – $2,992).

 

Note
5 Convertible Notes Payable

 

As
at December 31, 2019, there are nine convertible notes payable. All notes are non-interest bearing, unsecured and payable on demand.
The notes are convertible into common stock at the discretion of the holder at five different conversion rates: $0.01 debt to
1 common share, $0.005 to 1 common share; $0.15 to 1 common share; $0.05 to 1 common share; and $0.04 to 1 common share. The effect
that conversion would have on earnings per share has not been disclosed due to the anti-dilutive effect. A recap of convertible
debt outstanding based on conversion rates is as follow:

 

    December 31,
2019
    December 31,
2018
 
             
Convertible at $0.01 debt to 1 common share   $ 85,000     $ 85.000  
Convertible at $0.005 debt to 1 common share     10,000       10,000  
Convertible at $0.015 debt to 1 common share     25,000       25,000  
Convertible at $0.05 debt to 1 common share     23,490       23,490  
Convertible at $0.04 debt to 1 common share     20,000       20,000  
    $ 163,490     $ 163,490  

 

 

Note
6 Related Party Convertible Loan

 

In
2008, the current President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at
October 23, 2018 was $261. The President advanced a further $229 (CAD $300) to cover out of pocket expenditures. On October 23,
2018, the Company entered into a convertible note payable with the President by combining the two advances to the aggregate amount
of $490. The note payable is due on demand and may be convertible to common stock of the Company at $0.05 per share. There were
no other related party transactions during the period ended December 31, 2019 or the year ended December 31, 2018. The loan has
been included in Note 5 above.

 

Note
7 Common Stock

 

On
March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for
gross proceeds of $30,000. This was issued during the period ended December 31, 2019.

 

On
February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for
gross proceeds of $20,000. This was issued during the period ended December 31, 2019.

 

On March 2, 2018, the Company
completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for gross proceeds of $15,000. The
shares were issued on June 16, 2019.

 

On February 16, 2018, the Company
completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for gross proceeds of $15,000. The
shares were issued on June 16, 2019.

 

On
January 25, 2018, two convertible notes were converted into shares. One note for $25,000 was converted into 2,500,000 shares at
$0.01 per share and the other note for $10,000 was converted into 2,000,000 shares at $0.005 per share.

 

On
July 14, 2017, two convertible notes were converted into shares. One note for $25,000 was converted into 555,556 shares at $0.045
per share and the other note for $20,000 was converted to 400,000 shares at $0.05 per share.

 

On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,009.
This was effected on March 11, 2015.

 

On
March 30, 2006, the Company entered into a private placement agreement whereby the Company issued 20,000 Regulation-S shares in
exchange for $50,000. ($2.50 per share).

 

On
June 7, 2004, the Company issued 5,907,000 in consideration of $472 in cash. ($.00008 per share.)

 

On
June 14, 2001, the Company approved a forward stock split of 5,000:1.

 

 

On
June 15, 1998, the Company authorized and issued 5,375,000 shares of its common stock in consideration of $430 in cash. ($.00008
per share.)

 

There
are no shares subject to warrants or options as of December 31, 2019.

 

Note
8 Income Taxes

 

Income
tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:

 

    December 31,     December 31,  
    2019     2018  
Net loss for the year   $ (42,263 )   $ (53,906 )
Statutory and effective tax rates     27.0 %     27.0 %
Income taxes expenses (recovery) at the effective rate   $ (11,406 )   $ (14,555 )
Effect of change in tax rates             (3,417 )
Tax benefit not recognized     11,406       17,972  
Income tax expense (recovery) and income tax liability (asset)   $     $  

 

As
at December 31, 2019 the tax effect of the temporary timing differences that give rise to significant components of deferred income
tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the
deferred income tax asset will not be realized.

 

    December 31,     December 31,  
    2019     2018  
Tax loss carried forward   $ 437,960     $ 395,697  
                 
Deferred tax assets   $ 118,244     $ 106,838  
Valuation allowance     (118,244 )     (106,838 )
                 
Deferred taxes recognized   $     $  

 

The
tax losses will expire between 2028 and 2039.

 

 

Unaudited
Interim Financial Statements

 

MADISON
TECHNOLOGIES INC.

 

INTERIM
Balance Sheets

 

(Unaudited)

 

    June 30, 2020     December 31, 2019  
             
ASSETS                
                 
CURRENT ASSETS                
Cash   $ 5,015     $ 1,366  
Prepaid expenses     24,000       5,178  
                 
      29,015       6,544  
                 
Total Assets   $ 29,015     $ 6,544  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
CURRENT LIABILITIES                
Accounts payable and accrued liabilities   $ 35,397     $ 33,655  
License fee payable (Note 5)     33,500       33,500  
Demand notes and accrued interest payable (Note 6)           134,276  
Convertible notes and accrued interest payable (Note 6)     153,194        
Convertible notes payable (Notes 7 and 8)     183,490       163,490  
                 
TOTAL LIABILITIES     405,581       364,921  
                 
STOCKHOLDERS’ DEFICIIT                
Common Stock (Note 9)                
Par Value: $0.001                
Authorized 500,000,000 shares                
Issued and outstanding: 18,057,565 shares (Dec 31, 2019 – 18,057,565 shares)     18,057       18,057  
Additional Paid in Capital     197,845       197,845  
Accumulated deficit     (592,468 )     (574,279 )
                 
Total stockholders’ deficit     (376,566 )     (358,377 )
                 
Total liabilities and stockholders’ deficit   $ 29,015     $ 6,544  

 

Note
2 Going concern

 

See
Accompanying Notes to the Interim Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

INTERIM
STATEMENTS of Operations

 

(Unaudited)

 

    For the three     For the three     For the six     For the six  
    month ended     month ended     month ended     month ended  
    June 30 2020     June 30 2019     June 30 2020     June 30 2019  
                         
Revenues                                
Sales   $ 199     $ 873     $ 954     $ 1,679  
Cost of sales     113       495       732       1,108  
                                 
Gross Margin     86       378       222       571  
                                 
Operating expenses                                
Amortization expense                        
General and administrative     9,606       8,042       15,338       17,307  
                                 
      9,606       8.042       15,338       17,307  
                                 
Loss before other expense     (9,520 )     (7,664 )     (15,116 )     (16,736 )
                                 
Other items                                
Interest     (1,560 )     (1,534 )     (3,073 )     (3,064 )
                                 
Net loss and comprehensive loss   $ (11,080 )   $ (9,198 )   $ (18,189 )   $ (19,800 )
                                 
Net loss per share-Basic and diluted   $ (0.001 )   $ (0.001 )   $ (0.001 )   $ (0.001 )
                                 
Average number of shares of common stock outstanding     18,757,565       16,757,565       18,757,565       16,757,565  

 

See
Accompanying Notes to the Interim Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

interim
StatementS of stockholders’ DEFICIT

 

(Unaudited)

 

                Additional                    
    Common           Paid In     Shares     Accumulated        
    Shares     Amount     Capital     Subscribed     Deficit     Total  
                                     
Balance, December 31, 2019     18,057,565     $ 18,057     $ 197,845     $               –     $ (574,279 )   $ (358,377 )
Net loss for the period                             (7,109 )     (7,109 )
                                                 
Balance, June 30, 2020     18,057,565     $ 18,057     $ 197,845     $     $ (581,388 )   $ (365,486 )
Net loss for the period                             (11,080 )     (11,080 )
                                                 
Balance, June 30, 2020     18,057,565     $ 18,057     $ 197,845     $     $ (592,468 )   $ (376,566 )

 

                Additional                    
    Common           Paid In     Shares     Accumulated        
    Shares     Amount     Capital     Subscribed     Deficit     Total  
                                     
Balance, December 31, 2018     16,757,565     $ 16,757     $ 119,145     $ 30,000     $ (532,016 )   $ (386,114 )
Shares subscribed at $0.05 per share                       20,000             20,000  
Shares subscribed at $0.05 per share                       30,000             30,000  
Net loss for the period                             (10,602 )     (10,602 )
                                                 
Balance, June 30, 2019     16,757,565     $ 16,757     $ 119,145     $ 80,000     $ (542,618 )   $ (326,716 )
Net loss for the period                             (9,198 )     (9,198 )
                                                 
Balance, June 30, 2019     16,757,565     $ 16,757     $ 119,145     $ 80,000     $ (551,816 )   $ (335,914 )

 

See
Accompanying Notes to the Interim Financial Statements.

 

 

MADISON
TECHNOLOGIES INC.

 

interim
StatementS of cash flows

 

(unaudited)

 

    For the six     For the six  
    Months ended     Months ended  
    June 30, 2020     June 30, 2019  
             
Cash Flows from operating activities:                
Net loss for the period   $ (18,189 )   $ (19,800 )
                 
Adjustments to reconcile net loss to cash used in operating activities:                
Amortization of license            
Accrued interest on notes payable     3,073       3,064  
Foreign exchange on notes payable     (1,655 )     1,341  
Changes in assets and liabilities:                
Accounts payable and accruals     1,742       (9,808 )
Prepaid expenses     (18,822 )     (10,059 )
                 
Net cash used in operating activities     (33,851 )     (35,262 )
                 
Cash Flows from financing activities:                
Proceeds from Note payable     37,500        
Shares subscribed but not issued           50,000  
                 
Net cash provided by financing activities     37,500       50,000  
                 
Net increase (decrease) in cash     3,649       14,738  
                 
Cash, beginning of period     1,366       2,543  
                 
Cash, end of period   $ 5,015     $ 17,281  
                 
SUPPLEMENTAL DISCLOSURE                
                 
Interest paid   $     $  
Taxes paid   $     $  

 

See
Accompanying Notes to the Interim Financial Statements

 

 

MADISON
TECHNOLOGIES INC.

 

NOTES
TO THE INTERIM FINANCIAL STATEMENTS

 

(Unaudited)

 

June
30, 2020

 

Note
1 Interim Reporting

 

While
the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments,
which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows
for the interim periods presented in accordance with accounting principles generally accepted in the United States of America.
These interim financial statements follow the same accounting policies and methods of their application as the Company’s
December 31, 2019 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim
financial statements be read in conjunction with the Company’s December 31, 2019 annual financial statements. Operating
results for the six months ended June 30, 2020 are not necessarily indicative of the results that can be expected for the year
ended December 31, 2020.

 

Note
2 Nature and Continuance of Operations

 

The
Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded
on the OTC Bulletin Board.

 

Up
until fiscal 2014, the Company was in the business of mineral exploration. On May 28, 2014, the Company formalized an agreement
whereby it purchased assets associated with a smokeless cannabis delivery system. The Company planned to develop this system for
commercial purposes. On December 14, 2014, this asset purchase agreement was terminated.

 

On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,000.
On March 11, 2015, the Company changed its name from Madison Explorations, Inc. to Madison Technologies Inc. and effected the
stock consolidation.

 

On
September 16, 2016, the Company entered into a distribution product license agreement with Tuffy Packs, LLC to distribute
products into the United Kingdom and 43 other essentially European countries. The Company will be selling ballistic panels which
are personal body armors, that conforms to the National Institute of Justice (NIJ) Level IIIA threat requirements. The Company’s
plan of operations and sales strategy include online and social media marketing, as well as attending various tradeshows and conferences.
As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis.

 

Effective
December 31, 2016, the Company dissolved its wholly owned subsidiary, Scout Resources Inc. (“Scout”) and assumed all
the debt that Scout owed.

 

Subsequent
to June 30, 2020, on July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License
Agreement from Luxurie Legs, LLC of Delaware. Luxurie Legs will transfer all of its rights, title and interest in the License
Agreement to the Company in exchange for a controlling interest in the Company represented by newly issued preferred stock. The
stakeholders of Luxurie Legs will control the majority voting power of the Company as holders of newly issued shares of preferred
stock. The consummation of the acquisition and closing shall take place when all terms and conditions are met and agree in writing
by all parties.

 

 

These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization
values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue
as a going concern. At June 30, 2020, the Company had not yet achieved profitable operations, had accumulated losses of $592,469
since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt
about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is
dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to
address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related
party advances. That said, there is no assurance of additional funding being available.

 

Note
3 Summary of Significant Accounting Policies

 

There
have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the
year ended December 31, 2019.

 

Note
4 Recent Accounting Pronouncements

 

The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently
issued would, if adopted, have a material effect on the accompanying financial statements.

 

Note
5 License Agreement

 

The
Company entered into a product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation,
to sell Ballistic Panels in certain countries, essentially in Europe. The license is for a period of two years unless terminated
and may be renewed for successive terms of two years each. The payment terms for the license is as follows:

 

1.       $10,000
payable within seven days after the effective date;

2.       An
additional $15,000 payable within 30 days after the effective date; and

3.       A
final payment of $25,000 payable within 90 days of the effective date.

 

At
December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500. To date, the Company has
recorded a total license amortization of $50,000.

 

As
a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going
forward, the agreement would be on a non-exclusive basis.

 

 

Note
6 Convertible Notes and Accrued Interest Payable

 

The
Company has three notes payable that previous to April 2, 2020 were not convertible. On that date the three notes were amended
to be convertible into common stock at the discretion of the Holder at $0.05 debt to 1 common share, provided that no such conversion
shall result in the Holder holding in excess of 9.99% of the total issued and outstanding common stock of the Company at any time.
Each note is unsecured and payable on demand.

 

    June 30,
2020
    December 31,
2019
 
             
Note payable bearing interest at 8%   $ 25,000     $ 25,000  
Accrued interest thereon     30,797       29,797  
      55,797       54,797  
             
Note payable bearing interest at 5%                
(Debt is Canadian $30,000)     22,059       23,077  
Accrued interest thereon     14,613       14,712  
      36,673       37,789  
                 
Note payable bearing interest at 12%     25,000       25,000  
Accrued interest thereon     18,186       16,690  
      43,186       41,690  

 

Interest
accrued on the note bearing 8% interest was $1,000 for the six months ended June 30, 2020 (2019 – $1,000).

Interest
accrued on the note bearing 5% interest was $540 for the six months ended June 30, 2020 (2019 – $568).

Interest
accrued on the note bearing 12% interest was $1,496 for the six months ended June 30, 2020 (2019 – $1,496).

 

As
at June 30, 2020, there are two convertible notes payable accruing interest at 10% per annum. Each note is unsecured and payable
on the maturity date as noted below. The notes are convertible into common stock at the discretion of the Holder at 50% of the
lowest closing bid price for the Company’s common stock during the 30 trading days immediately preceding the date of delivery
by Holder to the Company of the Conversion Notice.

 

Note payable due June 23, 2021     12,500        
Accrued interest there on     31        
      12,531        
                 
Note payable Dec 26, 2020     5,000        
Accrued interest thereon     7        
      5,007        
                 
Total debt and interest payable   $ 153,194     $ 134,276  

 

 

Note
7 Convertible Notes Payable

 

As
at June 30, 2020, there are ten convertible notes payable that are non-interest bearing, unsecured and payable on demand. The
notes are convertible into common stock at the discretion of the holder at four different conversion rates: $0.01 debt to 1 common
share, $0.005 to 1 common share; $0.05 to 1 common share; and $0.04 to 1 common share. As at April 2, 2020, all the convertible
notes payable have been amended to include that no such conversion shall result in the Holder holding in excess of 9.99% of the
total issued and outstanding common stock of the Company at anytime. The effect that conversion would have on earnings per share
has not been disclosed due to the anti-dilutive effect. A recap of convertible debt outstanding based on conversion rates is as
follow:

 

   

June 30,

2020

    December 31,
2019
 
             
Convertible at $0.01 debt to 1 common share   $ 85,000     $ 85.000  
Convertible at $0.005 debt to 1 common share     30,000       10,000  
Convertible at $0.15 debt to 1 common share*           25,000  
Convertible at $0.05 debt to 1 common share     48,490       23,490  
Convertible at $0.04 debt to 1 common share     20,000       20,000  
    $ 183,490     $ 163,490  

 

*Effective
April 2, 2020, the $25,000 convertible note payable with the conversion price of $0.15 per share was amended to $0.05 per
share.

 

Note
8 Related Party Convertible Loan

 

In
2008, the current President advanced the Company $561 repayable without interest or any other terms. The unpaid balance as at
October 23, 2018 was $261. The President advanced a further $229 (CAD $300) to cover out of pocket expenditures. On October 23,
2018, the Company entered into a convertible note payable with the President by combining the two advances to the aggregate amount
of $490. The note payable is due on demand and may be convertible to common stock of the Company at $0.05 per share. There were
no other related party transactions during the period ended June 30, 2020 or the year ended December 31, 2019. The loan has been
included in Note 7 above.

 

Note
9 Common Stock

 

On
July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to a notice of conversion of a note payable of $16,900
at $0.01 per share plus legal fees of $950, totalling $17,850.

 

On
March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for
gross proceeds of $30,000. This was issued during the period ended December 31, 2019.

 

On
February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for
gross proceeds of $20,000. This was issued during the period ended December 31, 2019.

 

 

On
March 2, 2018, the Company completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for gross
proceeds of $15,000. The shares were issued during the period ended December 31, 2019.

 

On
February 16, 2018, the Company completed a private placement of 150,000 shares of common stock at a per share price of $0.10 for
gross proceeds of $15,000. The shares were issued during the period ended December 31, 2019.

 

On
January 25, 2018, two convertible notes were converted into shares. One note for $25,000 was converted into 2,500,000 shares at
$0.01 per share and the other note for $10,000 was converted into 2,000,000 shares at $0.005 per share.

 

On
July 14, 2017, two convertible notes were converted into shares. One note for $25,000 was converted into 555,556 shares at $0.045
per share and the other note for $20,000 was converted to 400,000 shares at $0.05 per share.

 

On
January 21, 2015, a majority of the Company’s stockholders approved a consolidation of the issued and outstanding shares
of common stock, on a 10 for 1 basis, thereby decreasing the issued and outstanding share capital from 113,020,000 to 11,302,009.
This was effected on March 11, 2015. This consolidation has been applied retroactively and all references to the number of shares
issued reflect this consolidation.

 

On
March 30, 2006, the Company entered into a private placement agreement whereby the Company issued 20,000 Regulation-S shares in
exchange for $50,000. ($2.50 per share).

 

On
June 7, 2004, the Company issued 5,907,000 in consideration of $472 in cash. ($.00008 per share.)

 

On
June 14, 2001, the Company approved a forward stock split of 5,000:1.

 

On
June 15, 1998, the Company authorized and issued 5,375,000 shares of its common stock in consideration of $430 in cash. ($.00008
per share.)

 

There
are no shares subject to warrants or options as of June 30, 2020.

 

Note
10 Subsequent Events

 

On
July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie
Legs, LLC of Delaware. Luxurie Legs will transfer all of its rights, title and interest in the License Agreement to the Company
in exchange for a controlling interest in the Company represented by newly issued preferred stock. The stakeholders of Luxurie
Legs will control the majority voting power of the Company as holders of newly issued shares of preferred stock. The consummation
of the acquisition and closing shall take place when all terms and conditions are met and agree in writing by all parties.

 

On
July 23, 2020 the Company converted $16,900 of a note payable plus legal fees of $950 (totalling $17,850) to 1,785,000
common shares at a conversion price of $0.01 per share.

 

 

PART
II – INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item
13. Other Expenses of Issuance and Distribution

 

The
Registrant estimates that expenses in connection with the distribution described in this Registration Statement will be as shown
below. All expenses incurred with respect to the distribution will be paid by the Company.

 

Expense      
       
Legal fees and expenses:   $ 20,000  
Accounting fees and expenses:   $ 15,000  
Total:   $ 35,000  

 

Item
14. Indemnification of Directors and Officers

 

See
the Bylaws of the Company as shown on Exhibit 3.2 herein.

 

Agreements

 

We
intend to modify the compensation agreements with selected officers and directors, pursuant to which we will agree, to the maximum
extent permitted by law, to defend, indemnify and hold harmless the officers and directors against any costs, losses, claims,
suits, proceedings, damages or liabilities to which our officers and directors become subject to which arise out of or are based
upon or relate to our officers and directors engagement by the Company.

 

Recent
Sales of Unregistered Securities

 

During
the year ended December 31, 2019, we have issued the following securities, which were not registered under the Securities Act
which were previously disclosed in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

Effective
July 14, 2020, the Board of Directors of Madison Technologies, Inc. (the “Company”) approved the creation and issuance
of 100,000 shares of Series A Convertible Preferred Stock and 100 shares of Series B Super Voting Preferred Stock pursuant to
the conditions precedent to closing the Acquisition Agreement with Luxurie Legs, LLC ratified on July 17, 2020, under which the
Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC (“Luxurie”).
Please see item 3.02 of the form 8-K filed on August 7, 2020 for information relating to the Unregistered Sales of Equity Securities.

 

On
July 28, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation and Certificates of Designation establishing
the designations, preferences, limitations and relative rights of the Company’s Series A Convertible Preferred Stock and
Series B Super Voting Preferred Stock in the State of Nevada. Please see item 5.03 of the form 8-K filed on August 7, 2020 for
information relating to the Amendment to Articles of Incorporation or Bylaws.

 

The
issuances of the above securities were made in reliance upon exemptions from registration available under Section 4(a)(2) and
Rule 144 of the Securities Act, among others, as transactions not involving a public offering. This exemption was claimed on the
basis that these transactions did not involve any public offering and the purchasers in each offering were accredited or sophisticated
and had sufficient access to the kind of information registration would provide. In each case, appropriate investment representations
were obtained and certificates representing the securities were issued with restrictive legends.

 

 

Exhibits

 

The
exhibits and financial statement schedules filed as part of this registration statement are as follows:

 

Exhibit   Description
     
3.1*   Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.
     
3.2*   By-Laws, filed as an exhibit to Madison’s registration statement on Form 10-SB filed on May 4, 2005, and incorporated herein by reference.
     
3.3*   Certificate of Amendment dated March 9, 2015, filed as an Exhibit to Madison’s current report on Form 8-K filed March 11, 2015, and incorporated herein by reference
     
3.4*   Certificate of Amendment to its Articles of Incorporation and Certificates of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Convertible Preferred Stock and Series B Super Voting Preferred Stock in the State of Nevada, filed as an exhibit to Madison’s Form 8-k filed on August 7, 2020 and incorporated herein by reference.
     
5.1   Legal Opinion of Stout Law Group, P.A. Regarding Legality of the Securities Being Registered
     
10.1*   Share Purchase Agreement dated July 3, 2018 between Thomas Brady and Joseph Gallo, filed as an Exhibit to Madison’s current report on Form 8-K filed July 9, 2018.
     
10.5*   Product License Agreement dated September 16, 2016 between Tuffy Packs, LLC and Madison Technologies Inc., filed as an exhibit to Madison’s Form 8-K (Current Report) filed on September 19, 2016, and incorporated herein by reference.
     
10.6*   Acquisition Agreement, ratified July 17, 2020 and Officers Certificates for Madison Technologies, Inc. and Luxurie Legs, LLC dated July 17, 2020, filed as an exhibit to Madison’s Form 8-K filed on July 20, 2020, and incorporated herein by reference.
     
14*   Code of Ethics, filed as an exhibit to Madison’s 2010 annual report on Form 10-K filed on March 31, 2010, and incorporated herein by reference.
     
23.1   Consent of PCAOB Auditors K. R. Margetson Ltd.
     
23.2   Consent of Stout Law Group, P.A. (included with Exhibit 5.1)

 

*
Previously filed

 

 

Item
17. Undertakings

 

The
undersigned Registrant hereby undertakes:

 

  (1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  i. To
include any prospectus required by Section 10(a) (3) of the Securities Act;
     
  ii. To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
     
  iii. To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

 

  (2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
     
  (3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

 

 

  (4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
     
  (5) For
determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  i. Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (Sec. 230-424);
     
  ii. Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the registrant;
     
  iii. The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser.

 

  (6) That,
for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
     
  (7) That
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof
     
  (8) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of North Vancouver on August 27, 2020.

 

  MADISON
TECHNOLOGIES, INC.
     
Date:
August 27, 2020
  /s/
Jeffrey Canouse
  By: Jeffrey
Canouse
  Its: Chief
Executive Officer; Director

 

In
accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons
in the capacities and on the dates stated.

 

Signature   Capacity
in Which Signed
  Date
         
/s/
Jeffrey Canouse
  Chief
Executive Officer
  August
27, 2020
Jeffrey
Canouse
  (Principal
Executive Officer Principal Accounting Officer and Director)
   
         
/s/
Jeffrey Canouse
  Chief
Financial Officer
  August
27, 2020
Jeffrey
Canouse
  (Principal
Accounting Officer and Director)
   

 

 

 

Exhibit 5.1

 

STOUT LAW GROUP, P.A.

 

MATHEAU J. W. STOUT, ESQ.

 

ATTORNEY AT LAW

 

201 INTERNATIONAL CIRCLE TEL
(410) 429-7076

SUITE 230 FAX (888) 907-1740

HUNT VALLEY, MARYLAND 21030

 

August 26, 2020

 

Jeffrey
Canouse

Chief
Executive Officer

Madison Technologies, Inc.

4448 Patterdale Drive

North Vancouver, BC V7R 4L8

  

Re: Registration Statement on Form S-1 (the
“Registration Statement”)

 

Mr. Canouse:

 

I have acted as counsel
to Madison Technologies, Inc., Inc. (the “Company”) in connection with its filing with the Securities and Exchange
Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to the proposed sale of 50,000,000 shares held by
the Company (the “Shares”).

 

In connection therewith,
I have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation
and Bylaws of the Company; (b) Resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits
thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company
and other documents, agreements and instruments as I have deemed necessary as a basis for the opinions herein contained. In all
such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified
documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and
documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein
by the Company, and I express no opinion thereon.

 

Based on my examination
mentioned above, I am of the opinion that the 50,000,000 shares of common stock being offered for sale by the Company, when issued,
will be legally issued, fully paid and non-assessable.

 

I am an attorney admitted
to practice in Maryland. I am familiar with the applicable provisions of the Nevada Revised Statutes, the applicable provisions
of the Nevada Constitution and reported judicial decisions interpreting these laws, and I have made such inquiries with respect
thereto as I consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon
and is limited to the current federal securities laws of the United States and, Nevada law, including the statutory provisions,
all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently
exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of
any other jurisdiction.

 

I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm under the caption “Legal
Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that
I am included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
promulgated thereunder.

 

Sincerely,  
     
    /s/ Matheau J. W. Stout
    Matheau J. W. Stout

 

 

 

Exhibit
23.1

 

K.
R. MARGETSON LTD.

#210,
905 West Pender Street

Vancouver
BC V6C 1L6

Canada

Chartered
Professional Accountant

Tel:
604.220.7704

Fax:
1.855.603.3228

 

CONSENT
OF INDPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

I
consent to the use, in the registration statement on Form S-1 of Madison Technologies, Inc. of my report dated April 14, 2020
on my audit of the financial statements of Madison Technologies, Inc. as of December 31, 2019 and 2018 and the related statements
of operation, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred
to as the financial statements) and the reference to my firm under the caption “Experts.”

 

/s/
K. R. Margetson Ltd., Chartered Professional Accountant

 

K.
R. Margetson Ltd.

Vancouver
BC

Canada

August
26, 2020