OTC: MDEX

Product
and Services

To
achieve the North American rollout, we are focusing on strategic partnerships and distribution deals that deliver BCTV to households
through over-the-air television stations, through television distributors and through alternative distribution platforms such
as Roku, Hulu, YouTube, Pluto and Xumo.

The
core revenue streams envisioned for BCTV media content would be generated by selling advertising and sponsorships. We seek to
supplement core revenues by transacting through e-commerce with our audience. Building, growing and knowing your audience is a
significant factor in developing core and supplemental revenues.

1

Recent
Developments

On
February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors, LP (collectively,
the “Investors”) pursuant to which we issued convertible notes in an aggregate principal amount of $16.5 million for
an aggregate purchase price of $15 million (collectively, the “Notes”). We used proceeds from the Notes to enable
our wholly owned subsidiary, SovRyn Holdings Inc. (“Sovryn”), to acquire KNET and KNLA, Class A television stations
in Los Angeles, California, KVVV, a low power television station in Houston, Texas, and KYMU-LD, a low power television station
in Seattle, Washington. The Notes accrued interest at a rate of 11% per annum, subject to increase to 20% per annum upon and during
the occurrence of an event of default. We did not make the $0.4 million interest payments on the Notes that were due on April
1, 2022, July 1, 2022, October 1, 2022, and December 31, 2022, and accrued default interest accordingly. The Notes were secured
by a blanket lien on all of the Company’s assets and the shares of common stock, par value $0.001 per share, of the Company
(“Common Stock”) and the Company’s preferred stock, par value $0.001 per share (collectively, the “Pledged
Assets”), held by Philip Falcone, FFO 1 2021 Irrevocable Trust (“FFO1”), FFO 2 2021 Irrevocable Trust (“FFO2”)
and Korr Value LP (collectively, the “Pledgors”), which shares the Investors had been granted the right to vote in
the event of default.

On
February 1, 2023, pursuant to an agreement with the Investors, Sovryn was sold to the lender. The net assets of Sovryn at the
time of disposition totalled $9,159,907, which was used to partially settle the principal balance of the senior secured notes,
which totalled $16,500,000. The transaction was accounted for as a non-cash settlement.

On
September 21, 2023, the Agent for the Investors delivered a notice to us that the Agent exercised the Investors’ rights
to vote the Pledged Interests (as defined in such notice) and to exercise the Pledgees’ rights, powers and privileges, to
pass certain resolutions and to amend our then-existing bylaws to, among other things, (i) remove the board of directors of the
Company (the “Board of Directors”) and all officers of the Company, and (ii) reduce the number of the Board of Directors
from three directors to one director. As a result of the Agent delivering such notice and exercising its rights to vote the Pledged
Interests, a change of control of the Company occurred (the “Change of Control”).

On
November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna from the Board of Directors and appointed
Thomas Amon as the sole member of the Board of Directors. Mr. Amon removed all of the Company’s then-serving officers and
appointed himself as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal
Executive Officer and Principal Accounting Officer.

As
of the date of this Annual Report and since the last day of the year ended December 31, 2022, we have not been able to timely
repay certain of our other outstanding debt obligations in addition to those obligations to Arena and Z4 described above, with
an aggregate of approximately $3.5 million currently in default, including accrued interest, default interest and late fees. As
a result of the Change of Control, we intend to strategize with the holders of such notes to extend, modify or otherwise revisit
the terms of such indebtedness in order to resolve such outstanding defaults.

Since
October 2023, and as a result of the Change of Control, we have had minimal operations and nominal assets consisting almost entirely
of cash. However, in December 2023, we held discussions with the head of content production of BCTV regarding initial plans to
continue the Company’s business plans described above as intended prior to the Change of Control. However, we cannot make
any guarantee as of the date of the filing of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (this
“Annual Report”) as to the timing and success of these plans, business relationships or reaching any self-imposed
expectations, or that we will ultimately continue the Company’s business as so described. See “Cautionary Note Regarding
Future Looking Statements”.

Discontinued
Operations

On
February 1, 2023, we entered into a Partial Strict Foreclosure Agreement with the Investors, pursuant to which we transferred
ownership of our Federal Communications Commission (“FCC”) licenses and other broadcast television assets associated
with the broadcast television business of Sovryn, then our subsidiary, to a third-party entity controlled by the Investors (the
“Partial Foreclosure Agreement”). As a result, the revenues, expenses, assets and liabilities of Sovryn ceased as
of January 31, 2023 and were deemed discontinued operations for the years ended December 31, 2023.

Competitive
Conditions

Through
our BCTV content, we intend to compete for viewership in a marketplace that is fragmented and niche. Major media organizations
such as Bloomberg and Comcast, which operate CNBC and MSNBC, respectively, deliver content about cryptocurrencies, but none have
a dedicated source for viewers to continuously consume that content.

Dependence
on Customers

Currently,
we are not, and plan not to be, dependent on one or a few major customers. Our business is designed to generate revenue from four
primary categories of customers: (1) advertisers and sponsors of our BCTV content airing on our broadcast over-the-air content
distribution platform (the “OTA Platform”), applications and websites, as well as through third-party broadcasters,
cable television operators, and alternative video distribution platforms, such as YouTube, Roku and Pluto; (2) viewers of our
BCTV content, who form the audience that attracts advertisers and sponsors; and (3) third-party networks that lease channels on
our OTA Platform.

2

Technology
and Intellectual Property

We
do not currently own any patents, trademarks or other intellectual property.

Governmental
and Industry Regulations

Broadcast
licenses are issued by and subject to the rules and regulations of the FCC, pursuant to the Communications Act of 1934. The FCC
regulates broadcasting businesses and has the authority to issue, renew, revoke and modify broadcast licenses and impose penalties
for the violation of its regulations. In the event we continue to conduct our business in the same manner prior the Change of
Control, we would potentially be subject to FCC rules and regulations. In order to obtain, renew, assign or modify a license,
purchase a new station or sell an existing station, we must obtain approval from the FCC.

Depending
on our anticipated and future operations, we expect to continue to be subject to other federal and state laws and regulations
that relate directly or indirectly to our operations, including federal securities laws. We are also subject to common business
and tax rules and regulations pertaining to the operation of our business.

Research
and Development Activities and Costs

We
have not spent any funds on research and development activities to date.

Compliance
with Environmental Laws

Our
current operations are not subject to any environmental laws.

Facilities

Our
principal executive office, at which minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester
Avenue, Suite 401, Purchase, New York.

Number
of Total Employees and Number of Full Time Employees

We
have one employee who serves as our President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer.

Cautionary
Note Regarding Forward Looking Statements

The
information in this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Such forward-looking statements involve risks and uncertainties, including statements regarding Madison’s capital needs,
future cash flows, financial results, business strategy, business plans and objectives, current and future operations, intentions,
expectations any statements concerning proposed new products, services or developments; any statements regarding future economic
conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Any statements
contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as “may”, “will”, “likely”. “should”,
“expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”,
“predict”, “forecast”, “seek”, “target”, “potential” or “continue”,
the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined from time to time, in other reports Madison’s
files with the U.S. Securities and Exchange Commission (“SEC”).

Such
forward-looking statements in this Annual Report, as well as in our other periodic reports on Form 10-Q and Form 8-K filed with
the SEC, in our press releases, in our presentations, on our website and in other materials released to the public, are out of
our control and subject to risks and uncertainties that could cause actual results to differ materially from the results expressed
in or implied by the statements contained in this Annual Report. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise
of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected
results, and accordingly, no opinion is expressed on the achievability of such forward-looking statements. No assurance can be
given that any of the assumptions relating to such forward-looking statements are accurate.

3

Such
forward-looking statements are made as of the date of the filing of this Annual Report with the SEC and Madison disclaims any
obligation to publicly update such forward-looking statements, or disclose any difference between its actual results and those
reflected in such forward-looking statements, as a result of new information, future events or otherwise. The Company’s
management may, from time to time, make oral forward-looking statements. Madison strongly advises that the above paragraphs and
the risk factors described in this Annual Report and in Madison’s other documents filed with the SEC should be read for
a description of certain factors that could cause the actual results of Madison to materially differ from those in such oral forward-looking
statements. Madison disclaims any intention or obligation to update or revise any such oral forward-looking statements whether
as a result of new information, future events or otherwise. All forward-looking statements attributable to us are expressly qualified
by these cautionary statements.