SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) October 3, 2016
|madison technologies inc.|
|(Exact name of registrant as specified in its chapter)|
(State or other jurisdiction
|of incorporation)||File Number)||Identification No.)|
|4448 Patterdale Drive, North Vancouver, BC||V7R 4L8|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code ( 801) 326-0110
|(Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
INFORMATION TO BE INCLUDED IN REPORT
Item 5.01. Changes in Control of Registrant.
On September 26, 2016, Thomas Brady and Steven Cozine entered into a share purchase agreement for the purchase and sale of 3,088,500 shares in the capital of Madison for the purchase price of $1,000.00. For more details, see Exhibit 10.1 – Share Purchase Agreement.
As a resu lt of the purchase and sale of the 3,088,500 shares, there was a change in control in the voting shares of Madison. Thomas Brady, is now the beneficial owner of 27.32% of the issued and outstanding shares of common stock in the capital of Madison.
Prior to the purchase and sale of shares, no shareholder beneficially owned 5% or more of the issued and outstanding shares of common stock, with the exception of Mr. Cozine, who owned 29.5% of the issued and outstanding shares of common stock in the capital of Madison and Mr. Joseph Gallo, who owned 27.3% of the issued and outstanding shares of common stock in the capital of Madison.
Item 7.01. Regulation FD Disclosure.
Limitation on Incorporation by Reference : In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.1 , is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
The information contained in Exhibit 10.1 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|10.1||Share Purchase Agreement dated September 26, 2016 between Thomas Brady and Steven Cozine.||Included|
Pursuant to the requirements of the Securities Exchange Act of 1934, Madison Wireless Corp has caused this report to be signed on its behalf by the undersigned duly authorized person.
|MADISON WIRELESS CORP|
|Dated : October 3, 2016||By:||/s/ Thomas Brady|
|Thomas Brady – President & CEO|
Share Purchase Agreement
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT dated as of the 26 th day of September, 2016,
THOMAS BRADY, a Businessman with an office located at 1005 – 1101 Pacific Street, Vancouver, BC, Canada V7E 1T3
(the “ Purchaser ”)
STEVEN COZINE , a Businessman with an office located at #142 – 757 West Hastings Street, Vancouver, BC, Canada, V6C 1A1
(the “ Seller ”)
|A.||The Seller is the registered and beneficial owner of 3,088,500 restricted shares of common stock in the capital of Madison Technologies Inc. (the “ Shares ”);|
|B.||The Seller wishes to sell, and the Purchaser wishes to purchase, the Shares pursuant to the terms and conditions of this agreement;|
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of $1.00 and other good and valuable consideration paid by each party to the other, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:
|1.||The Seller agrees to sell and the Purchaser agrees to purchase the Shares for and at a price of US$1,000.00 (the “ Purchase Price ”) at the date of this agreement.|
|2.||The Purchaser will deliver to the Seller the Purchase Price as consideration for the transfer of the Shares to the Purchaser from the Seller.|
|3.||The Seller represents and warrants to the Purchaser that:|
|a.||The Seller owns the Shares as the legal and beneficial owner thereof, free of all liens, claims, charges and encumbrances of every nature and kind whatsoever. The Shares are fully paid and non-assessable and the Seller has due and sufficient right and authority to enter into this agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser.|
|b.||No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the Shares, with the exception of this agreement.|
|4.||The effective date of sale and purchase of the Shares will be September 26, 2016 (the “ Closing Date ”).|
|5.||On the Closing Date,|
|a.||The Seller will deliver to the Purchaser the share certificates, duly endorsed for transfer, representing the Shares, and|
|b.||the Purchaser will deliver a certified cheque or solicitor’s trust cheque payable to the Seller in the amount of US$1,000.00 as full payment of the Purchase Price.|
|6.||This agreement will endure to the benefit of and will be binding upon the parties and their respective successors and assigns.|
|7.||Time will be of the essence of this agreement.|
|- 2 -|
|8.||The parties will sign such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of the agreement.|
IN WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day and year first above written.
|Thomas Brady||Steven Cozine|
|NAME OF PURCHASER||NAME OF SELLER|
|/s/ Thomas Brady||/s/ Steven Cozine|
|AUTHORIZED SIGNATORY||AUTHORIZED SIGNATORY|