8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the

Securities

Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 19, 2021

MADISON

TECHNOLOGIES INC.

(Exactname of registrant as specified in its charter)

Nevada	000-51302	85-2151785
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

450Park Avenue, 30th Floor

New

York, NY 10022

(Addressof principal executive offices) (Zip Code)

(212)339-5888

(Registrant’stelephone number, including area code)

N/A

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: ☒

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	MDEX	OTC<br> QB

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item1.01. Entry into a Material Definitive Agreement.

Madison Technologies Inc. (the “Company”) entered into an amendment (the “Amendment”) dated as of December 19, 2021 to that certain Stock Acquisition Agreement dated as of October 20, 2021 by and among the Company, Top Dog Productions, Inc, Jay Blumenfield and Anthony Marsh (the “Agreement”; and all defined terms used hereinafter are used as defined in the Agreement) revising the section that provided if the Closing does not occur within sixty (60) days of the execution of the Agreement, the Agreement could be terminated. The Amendment extends such period to ninety (90) days after the execution of the Agreement..

A copy of the Amendment is attached hereto as Exhibit 10.1

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Amendment dated as of December 19, 2021 to Stock Acquisition Agreement dated as of October 20, 2021
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2021

MADISON TECHNOLOGIES INC.
/s/ Phillip Falcone
Phillip Falcone
Chief Executive Officer

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Exhibit10.1

EXECUTIONCOPY

AMENDMENTTO STOCK ACQUISITION AGREEMENT

This AMENDMENT TO STOCK ACQUISITION AGREEMENT (this “Amendment”), dated as of December 19. 2021, is to that certain Stock Acquisition Agreement dated as of October 20, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Agreement”) entered into by and among Madison Technologies, Inc., a Nevada corporation (“Acquiror”), Top Dog Productions, Inc., a California corporation doing business as “The Jay and Tony Show” (the “Company”), Jay Blumenfield and Anthony Marsh (each, a “Transferor” and collectively, the “Transferors” and, with the Company and the Acquiror, the “Parties” ).

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration for the promises contained herein and the mutual obligations of the Parties, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article

1. Amendments.

Section 1.1 Section 11(b)(ii) of the Original Agreement is hereby amended by replacing the number “60” with the number “90”.

Article 2. Miscellaneous.

Section 2.1 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

Section 2.2 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Original Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Original Agreement are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms.

Section 2.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the Parties. Signatures transmitted by facsimile, electronic mail or other electronic transmission shall be effective as originals.

Section 2.4 Entire Agreement. This Amendment and the Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

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IN WITNESS WHEREOF, each party has duly executed and delivered this Amendment as of the date first above written.

“ACQUIROR”
MADISON<br> TECHNOLOGIES, INC.
By:	/s/Phillip A Falcone
Name:	Phillip<br> A. Falcone
Title:	CEO
“COMPANY”
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TOP<br> DOG PRODUCTIONS, INC.
By:	/s/Anthony Marsh
Name:	Anthony<br> Marsh
Title:	CEO
“TRANSFERORS”
/s/ Jay Blumenfield
Jay<br> Blumenfield
/s/ Anthony Marsh
Anthony<br> Marsh

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