8-K/A

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K/A

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) August 6, 2020

Registrant’s telephone number, including area code (206) 203-0474

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:

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

EXPLANATORYNOTE

Thesole purpose of this Amendment No. 1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August7, 2020 (the “Form 8-K”), is to amend Item 3.02 in order to correct the Holders and the amounts issued to such Holdersof the Company’s Series A Convertible Preferred Stock, shown, as corrected herein.

Noother changes have been made to this Form 8-K. This Amendment No. 1 to the Form 8-K continues to speak as of the original filingdate of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modifyor update in any way disclosures made in the original Form 8-K.

ITEM3.02 Unregistered Sales of Equity Securities

As previously reported in the Current Report on Form 8-K filed on July 20, 2020, and in the Schedule 14F filed on July 24, 2020, 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”).

SeriesA 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 September 8, 2020, the Board of Directors of the Company approved the issuance of 92,999 of the 100,000 authorized shares of Series A Convertible Preferred Stock to the following Luxurie stakeholders:

The remaining 7,001 authorized shares of Series A Convertible Preferred Stock continue to be held in treasury for future issuance, as determined by the Company’s Board of Directors from time to time.

The foregoing description of the September 8, 2020 Unanimous Written Consent of the Board of Directors is qualified in its entirety by the Unanimous Written Consent of the Board of Directors dated September 8, 2020, filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are furnished herewith:

SIGNATURES

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.

EXHIBIT10.1

ACTION BY WRITTEN CONSENT

OF DIRECTORS

(Nevada Revised Statutes 78.315(2))

OF

MADISON TECHNOLOGIES, INC.

A Nevada Corporation

The undersigned Directors of Madison Technologies, Inc., a Nevada Corporation (the “Company”) pursuant to the Nevada Revised Statutes, hereby consent to the following actions of the Corporation as of the date set forth below:

1.APPROVAL TO ISSUE SERIES A CONVERTIBLE PREFERRED STOCK

RESOLVED: That based upon the receipt of Written Consents from 62.2% of the Company’s Shareholders as reflected in the Schedule 14F filed by the Company with the SEC on July 24, 2020, and following the approval in Nevada on July 28, 2020 of the Certificate of Amendment to our Articles of Incorporation, along with the Certificate of Designation for newly created Series A Convertible Preferred Stock, that the following shares of Series A Convertible Preferred Stock shall be issued to the following stakeholders of Luxurie Legs, LLC (“Luxurie”) pursuant to the conditions precedent to the closing of the Acquisition Agreement with Luxurie ratified on July 17, 2020, under which the Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”):

2.OMNIBUS RESOLUTION

RESOLVED FURTHER, that the officers of the Company, and each of them, and such persons appointed to act on their behalf pursuant to the foregoing resolutions, are hereby authorized and directed in the name of the Company and on its behalf, to execute any additional certificates (including any officer’s certificates), agreements, instruments or documents, or any amendments or supplements thereto, or to do or to cause to be done any and all other acts as they shall deem necessary, appropriate or in furtherance of the full effectuation of the purposes of each of the foregoing resolutions.