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
Date of Report (Date of earliest reported) July 9, 2018
| madison technologies inc. |
| (Exact name of registrant as specified in its chapter) |
| Nevada | 000-51302 | 00-0000000 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4448 Patterdale Drive, North Vancouver, BC | V7R 4L8 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code ( 206) 203-0474
| n/a |
| (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 July 3, 2018, Joseph Gallo and the estate of Thomas Brady 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 $3,000.00. For more details, see Exhibit 10.1 – Share Purchase Agreement.
As a result of the purchase and sale of the 3,088,500 shares, there was a change in control in the voting shares of Madison. Joseph Gallo is now the beneficial owner of 36.8% of the issued and outstanding shares of common stock in the capital of Madison and Mr. Brady owns no 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. Brady, who owned 18.4% of the issued and outstanding shares of common stock in the capital of Madison and Mr. Joseph Gallo, who owned 18.4% 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.
(d) Exhibits
| Exhibit | Description | |||
| 10.1 | Share Purchase Agreement dated July 3, 2018 between the estate of Thomas Brady and Joseph Gallo. | Included |
SIGNATURES
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 : July 9, 2018 | By: | /s/ Joseph Gallo |
| Joseph Gallo – President & CEO | ||
Share Transfer Agreement
This Agreement dated effective the 3 rd day of July, 2018.
| BETWEEN : | ||
| NAME OF TRANSFEROR : | Thomas Brady | |
| ADDRESS OF TRANSFEROR : | 1005 – 1101 Pacific Street | |
| Vancouver, BC | ||
| Canada, V6E 1T3 | ||
| (the “Transferor”) | OF THE FIRST PART | |
| AND: | ||
| NAME OF PURCHASER: | Joseph Gallo | |
| ADDRESS OF PURCHASER: | 4448 Patterdale Drive | |
| North Vancouver, BC | ||
| Canada, V7R 4L8 | ||
| (the “Purchaser”) | OF THE SECOND PART |
THIS AGREEMENT WITNESSES THAT in consideration of the price of $3,000 USD (the “Purchase Price”), the receipt of which is herby acknowledged, and in reliance of the agreements, representations and warranties of the Purchaser, the Transferor hereby agrees to sell 3,088,500 units of the common stock (the “Shares”) of Madison Technologies Inc. (the “Corporation”) represented by Share certificate number 201 to the Purchaser free and clear of all liens, charges and encumbrances.
The Purchaser represents and warrants to the Transferor that:
(1) The Purchaser is acquiring the Shares for the Purchaser’s own account for investment purposes; and
(2) The Purchaser possesses the financial and business experience to make an informed decision to acquire the Shares and has had access to all information relating to the Company and its business operations, which would be necessary to make an informed decision to purchase the Shares.
The Transferor represents and warrants to the Purchaser that:
(1) The Transferor is not an affiliate of the Corporation, has not been an affiliate of the Corporation within the last three months, and did not acquire the Shares from an affiliate of the Corporation; and
(2) The Transferor has the right to dispose of the Shares in the manner contemplated by this agreement.
Closing shall take place at signing. At the Closing the Purchaser shall deliver to the Transferor cash or banker’s draft for the Purchase Price and the Transferor shall deliver the certificate representing the shares duly endorsed for transfer with an appropriate signature guarantee.
This agreement may be executed in one or more counter-parts, each of which so executed shall constitute original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF , the parties have executed this Agreement effective as of the date of this Agreement.
| NO. OF SHARES TRANSFERRED: | |
| 3,088,500 | |
| TRANSFEROR | |
| NAME OF TRANSFEROR: | Thomas Brady |
| NAME OF AUTHORIZED SIGNATORY: | |
| (if Transferor is not an individual) | Belkis Jimenez Rivero (POA) |
| SIGNATURE | /s/ Belkis Jimenez Rivero |
| PURCHASER | |
| NAME OF PURCHASER: | Joseph Gallo |
| NAME OF AUTHORIZED SIGNATORY: | |
| (if Purchaser is not an individual) | |
| SIGNATURE | /s/ Joseph Gallo |