What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-12-21 compared with 2021-09-23 · 201 added, 200 removed, 205 unchanged (66% of the section changed)

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in conjunction with our financial statements and related notes thereto included elsewhere in this report.

We, through our wholly-owned subsidiary, Sovryn

Holdings, Inc.

(“Sovryn”), have embarked on an acquisition strategy, rolling-up un-affiliated Class A/LPTV TV stations in

the top 100 DMA’s (Designated Market Areas) with a goal of building out a nationwide platform through one or more station acquisitions

Each licensed TV station can broadcast between 10 and 12 and potentially more revenue “streams” of content (“channels”)

over-the-air, 24 hours per day/7 days per week.

Management’s strategy is to stage the acquisitions focusing on DMA’s 1-30

and expanding thereafter on DMA’s 31-100, acquiring one station per DMA and building a portfolio of 100 stations within 18-24 months.

Management has currently identified and held discussions with a number stations owners, has received FCC approval for two acquisitions:

(i) KNLA/KNET, a Class A television station in Los Angeles, and (ii) KVVV, a low power television station in Houston and has entered

into asset purchase agreements for the following television stations:

(i) KYMU-LD, a low power television station in Seattle (ii) W27EB,

a Class A television station in Chicago (iii) KPHE-LB, a low power television station in Phoenix and (iv) KVSD-LD, a low power station

in San Diego.

We have also signed non-binding letters of intent to acquire stations in New York in Miami, Atlanta, Tampa and St.

and has also entered into a binding LOI to acquire Top Dog Productions, Inc., a television production company d/b/a “The Jay &

Tony Show”, which produces content for third party networks.

Madison’s objective is to not only create

one the largest, most comprehensive, state of the art, broadcast Over-The-Air (“OTA”) content distribution platforms to capitalize

on the changing media and distribution landscape and on the growing OTA viewership in the U.S.

but also embark on unique content development

and network creation for distribution over its platform.

The over-the-air programming carried on these stations is initially expected

to include entertainment, shopping, weather, sports as well as religious networks and networks targeting select ethnic groups with lease

agreements as the prime source of revenue.

Pricing of lease agreements is in part determined by market rank, signal contour and number

of OTA TV households in a given market, as well as supply and demand.

As the platform is built out, management not only

anticipates substantial operational synergies from the roll-up but also an expansion in the revenue base with greater channel utilization,

the addition of high-quality third-party content providers that are currently not reaching the “OTA” viewers, which now stands

at an estimated 20mm households (44mm people) out of 108mm TV HH’s nationwide as well as revenue generated via the acquisition

of “The Jay & Tony Show”

through our wholly-owned subsidiary, Sovryn Holdings, Inc.

(“Sovryn”), have embarked on an acquisition strategy, rolling-up

un-affiliated Class A/LPTV TV stations in the top 100 DMA’s (Designated Market Areas) with a goal of building out a nationwide

platform through one or more station acquisitions per DMA.

Each licensed TV station can broadcast between 10 and 12 or channels creating

more revenue “streams” over-the-air, 24 hours per day/7 days per week.

Management’s strategy is to stage the acquisitions

focusing on DMA’s 1-30 and expanding thereafter on DMA’s 31-100, acquiring one station per DMA and building a portfolio of

100 stations within 18-24 months.

Management has currently identified and held discussions with a number stations owners, has received

FCC approval for three stations which have been acquired:

(i) KNLA/KNET, a Class A television station in Los Angeles, and (ii) KVVV,

a low power television station in Houston and has entered into asset purchase agreements for the following television stations:

KYMU-LD, a low power television station in Seattle;

three stations in which we anticipate closing in Janauary 2022 (i) W27EB, a Class

A television station in Chicago (ii) KPHE-LB, a low power television station in Phoenix and (iii) KVSD-LD, a low power station in San

We have also entered into purchase agreements for operating stations in New York and Atlanta and Construction Permits (“CP”)

in San Juan Puerto Rico, Boise, ID and Bakersfield, CA.

In addition, Sovryn has entered into non-binding letters of intent to acquire

stations in Miami, Tampa and St.

Louis and has also entered into a binding LOI to acquire Top Dog Productions, Inc., a television production

company d/b/a “The Jay & Tony Show”, which produces content for third party networks.

objective is to not only create one the largest, most comprehensive, state of the art, broadcast Over-The-Air (“OTA”) content

distribution platforms to capitalize on the changing media and distribution landscape and on the growing OTA viewership in the U.S.

also embark on unique content development and network creation for distribution over its platform.

The over-the-air programming carried

on these stations is initially expected to include entertainment, shopping, weather, sports as well as religious networks and networks

targeting select ethnic groups with lease agreements as the prime source of revenue.

Pricing of lease agreements is in part determined

by market rank, signal contour and number of OTA TV households in a given market, as well as supply and demand.

the platform is built out, management not only anticipates substantial operational synergies from the roll-up but also an expansion in

the revenue base with greater channel utilization, the addition of high-quality third-party content providers that are currently not

reaching the “OTA” viewers, which now stands at an estimated 20mm households (44mm people) out of 108mm TV HH’s nationwide

as well as revenue generated via the acquisition of “The Jay & Tony Show”

plan is to acquire 50 independent TV stations in the top 30 DMA’s over the next 8-12 months.

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February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”)

pursuant to which the company issued

convertible notes in an aggregate principal amount of $16.5 million for an aggregate purchase price of $15 million (collectively, the

In connection with the issuance of the Notes, we issued to the Investors warrants to purchase an aggregate of 192,073,017

shares of Common Stock (collectively, the “Warrants”) and 1,000 shares of series F convertible preferred stock (the “Series

F Preferred Stock”).

pursuant to which the company issued convertible notes in an aggregate principal amount of $16.5 million for an aggregate purchase price

of $15 million (collectively, the “Notes”).

In connection with the issuance of the Notes, we issued to the Investors warrants

to purchase an aggregate of 192,073,017 shares of Common Stock (collectively, the “Warrants”) and 1,000 shares of series

F convertible preferred stock (the “Series F Preferred Stock”).

Notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted.

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(5) days immediately preceding the date of conversion.

Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to the lesser of:

(i) the amount

determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents

outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company

that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to adjustment (the “Conversion

Price”) , subject to certain beneficial ownership limitations (with a maximum ownership

limit of 9.99%) .

The conversion price is also subject to adjustment due to certain events, including

stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective

On September 24, 2021, the Company and the Investors

amended the Notes.

The Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to $0.02

per share subject to adjustment.

Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion

price in effect shall be equal to the alternate conversion price.

If at any time the conversion price as determined hereunder for any

conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the conversion price hereunder

may equal such par value for such conversion and the conversion amount for such conversion may be increased to include Additional Principal,

where Additional Principal means such additional amount to be added to the principal amount of this Note to the extent necessary to cause

the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued

had the conversion price not been adjusted by the Holder to the par value price, subject to certain beneficial ownership limitations

(with a maximum ownership limit of 9.99%).

The conversion price is also subject to adjustment due to certain events, including stock

dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective

price per share lower than the conversion price then in effect.

Notwithstanding the foregoing, at any time during the continuance

of any Event of Default, the Conversion Price in effect shall be equal to 75% of the average VWAP of the Common Stock for the five (5)

Trading Days on the Trading Market immediately preceding the date of conversion (the Alternative Conversion Price”);

however, that the Alternate Conversion Price may not exceed $0.015 per share, as adjusted pursuant to the terms of the Notes.

The conversion

price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance

by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect.

The Notes may not be redeemed by the Company

Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price to (i) 125%, times (ii) the

amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock Equivalents

outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities of the Company

that are exercisable for or convertible into such equity securities of the Company), subject to adjustment herein ,

subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%) .

The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations .

Series F Preferred Stock have no voting rights and shall convert into approximately 192,073,017 shares of common stock upon Shareholder

As part of the agreement with the Investors, the

Company issued 192,073,016 warrants.

On September 24, 2021, the Company and the Investor amended the warrant agreement such that each

Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price equal to $0.025 per share,

subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%).

price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations.

may be eligible for cashless exercise.

The Series F Preferred Stock have no voting rights

and shall convert into approximately 192,073,017 shares of common stock upon Shareholder Approval.

Subsequent to the period ended September

30, 2021, the 1,000 Series F Preferred Stock were converted to 192,073,017 common shares.

On November 8, 2021, the Series F Preferred

Shareholders entered into an Exchange Agreement to exchange 39,895,000 common shares for 39,895 Series H Preferred Shares.

Series H Preferred Shares converts to 1,000 common shares.

A total of 39,895 Series H Preferred Shares were issued.

February 17, 2021, Sovryn, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with with NRJ TV II

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(the “Seattle FCC Consent”).

The Seattle Closing shall occur no more than ten (10) business days following the later to occur

of (i) the date on which the Seattle FCC Consent has been granted and (ii) the other conditions to the KMYU Closing set forth in the

KMYU Asset Purchase Agreement.

The Seattle Closing occurred at the end of September 2021.

June 9, 2021, Sovryn, entered into an asset purchase agreement (the “W27EBAsset Purchase Agreement”) with Local Media TV

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As consideration for the

Chicago Asset Sale Transaction, Sovryn has agreed to pay the Chicago Seller

$5,700,000, $285,000 of which was paid to the Chicago Seller and to be held in escrow pursuant to the terms of an escrow agreement entered

into between Sovryn and the Chicago Seller (the “Chicago Escrow Fee”).

The closing of the W27EB Asset Sale Transaction (the

“W27EB Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining

to the Chicago Acquired Station, from Chicago Seller to Sovryn (the “Chicago FCC Consent”).

The Chicago Closing shall occur

no more than third (3 rd ) business days following the later to occur of (i) the date on which the Chicago FCC Consent has been

granted and (ii) the other conditions to the W27EB Closing set forth in the W27EB Asset Purchase Agreement.

On July 13, 2021, Sovryn, entered

into an asset purchase agreement (the “KPHE Asset Purchase Agreement”) with Lotus TV of Phoenix LLC, an Arizona limited liability

company (the “Arizona Seller”).

Upon the terms and subject to the satisfaction of the conditions described in the KPHE Asset

Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the KPHE-LD low power television station owned by

the Arizona Seller (the “Arizona Acquired Station”), certain tangible personal property, certain real property leases, contracts,

intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Arizona Acquired

Station (the “Arizona Asset Sale Transaction”).

As consideration for the Arizona Asset Sale Transaction, Sovryn has agreed

to pay the Arizona Seller $2,000,000, $100,000 of which was paid to the Arizona Seller and

to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Arizona Seller (the “Arizona

Escrow Fee”).

The closing of the KPHE Asset Sale Transaction (the “Arizona Closing”) is subject to, among other

things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Arizona Acquired Station, from Arizona Seller

to Sovryn (the “Arizona FCC Consent”).

The Arizona Closing shall occur no more than five (5) business days following the

later to occur of (i) the date on which the Arizona FCC Consent has been granted and (ii) the other conditions to the Arizona Closing

set forth in the KPHE Asset Purchase Agreement.

On August 31, 2021, Sovryn entered

into an asset purchase agreement (the “KVSD Asset Purchase Agreement”) with D’Amico

Chicago Asset Sale Transaction, Sovryn has agreed to pay the Chicago Seller an amended price of $6,000,000, $300,000 of

which was paid to the Chicago Seller and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn

and the Chicago Seller (the “Chicago Escrow Fee”).

The assignment has been approved for transfer by the FCC , The company

has since amended the closing of the W27EB Asset Sale Transaction (the “W27EB Closing”) to December 28 th , 2021.

July 13, 2021, Sovryn, entered into an asset purchase agreement (the “KPHE Asset Purchase Agreement”) with Lotus TV of Phoenix

LLC, an Arizona limited liability company (the “Arizona Seller”).

Upon the terms and subject to the satisfaction of the conditions

described in the KPHE Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the KPHE-LD low power

television station owned by the Arizona Seller (the “Arizona Acquired Station”), certain tangible personal property, certain

real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection

with the Arizona Acquired Station (the “Arizona Asset Sale Transaction”).

As consideration for the Arizona Asset Sale Transaction,

Sovryn agreed to pay the Arizona Seller $2,000,000, $100,000 of which was paid to the Arizona Seller to be held in escrow pursuant to

the terms of an escrow agreement entered into between Sovryn and the Arizona Seller (the “Arizona Escrow Fee”).The FCC has

since consented to the transfer and Sovryn, which is currently in discussions to amend the closing date to January 14 th , has

increased the escrowed amount to $450,000 as a result.

August 31, 2021, Sovryn entered into an asset purchase agreement (the “KVSD Asset Purchase Agreement”) with D’Amico

Brothers Broadcasting Corp., a California company (the “San Diego Seller”).

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of an escrow agreement entered into between Sovryn and the San Diego Seller (the “KVSD Escrow Fee”).

The closing of the KVSD Asset

Sale Transaction (the “KVSD Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC

authorizations pertaining to the San Diego Acquired Station, from the San Diego Seller to Sovryn (the “San Diego FCC Consent”).

The KVSD Closing shall occur no more than the three (3) business days following the later to occur of (i) the date on which the San Diego

FCC Consent has been granted and (ii) the other conditions to the KVSD Closing set forth in the KVSD Asset Purchase Agreement.

The FCC has since consented

to the transfer, and Sovryn, which is currently in discussions to amend the closing date to January 14 th , has increased the

escrowed amounts to $275,000.

entered into an asset purchase agreements (the “WXNY and WANN Asset Purchase Agreements”) with New York Spectrum Holdings

(“WXNY New York Seller”) and Prism Broadcasting (the “WANN Atlanta Seller”).

The FCC has consented to the

transfer of the WXNY license and Sovryn is currently in the process of scheduling a closing date.

Purchase price for the New York station

in total is $5.4mm.

Upon the terms and subject to the satisfaction of the conditions described in the WANN Agreement Asset Purchase Agreement,

Sovryn agreed to acquire the licenses and FCC authorizations to the WANN-CD, a Class A low power television station owned by the Prism

Broadcasting (the “Atlanta Station”), certain tangible personal property, certain real property leases, contracts, intangible

property, files, claims and prepaid items together with certain assumed liabilities in connection with the Atlanta Station (the “WANN

Asset Sale Transaction”).

As consideration for the Atlanta Asset Sale Transaction, Sovryn has agreed to pay the Atlanta Seller

$5,250,000, $200,000 of which was paid and is held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn

and the Atlanta seller.

The closing of the WANN Asset Sale Transaction (the “WANN Closing”) is subject to, among other things,

consent by the FCC to the assignment of the FCC authorizations pertaining to the Atlanta Acquired Station, from Atlanta Seller to Sovryn

(the “ Atlanta FCC Consent”).

The Atlanta Closing shall occur no more than ten (10) business days following the later to

occur of (i) the date on which the Atlanta FCC Consent has been granted and (ii) the other conditions to the WANN Closing set forth in

the WANN Asset Purchase Agreement.

addition, Sovryn entered into an Asset Purchase Agreement (the “San Juan, Boise and Bakersfield Construction Permits) with Mako

Communications (“the CP Seller”).

Purchase price for the three CP’s is $115,000, $10,000 of which has been paid and

held in Escrow.

The FCC has consented to the transfer and Sovryn is in discussions with Mako to schedule a closing date.

OF OPERATIONS

5 unchanged sentences

additional capital through, among other things, the sale of equity or debt securities.

months ended June 30, 2021 and June 30, 2020

Sales increased to $296,025

for the six months ended June 30, 2021 from $954 for the six months ended June 30, 2020.

The increase was primarily the result of the acquisition of KNLA/KNET and KVVV television stations and the revenues

associated with the existing lease agreements held by those stations.

increased to $215,073 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

was primarily the result of additional amortization as a result of the acquisition of KNLA/KNET and KVVV television stations.

Fees increased to $279,500 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily

the result of agreements put in place by the company for sales, finance and general consulting purposes

months ended September 30, 2021 and September 30, 2020

Sales increased to $760,053 for the nine months ended September 30,

2021 from $401 for the nine months ended September 30, 2020.

The increase resulted from the acquisition of KNLA/KNET, KVVV and

KYMU television stations and the revenues associated with the existing lease agreements held by those stations.

increased to $140,826 for the nine months ended September 30, 2021 from $20,884 for the nine months ended September 30, 2020.

resulted from the acquisition of tangible and intangible assets of KNLA/KNET, KVVV and KYMU television stations.

Fees increased to $348,500 for the nine months ended September 30, 2021 from $40,000 for the nine months ended September 2021.

was primarily the result of agreements put in place by the company for sales, finance and general consulting purposes.

and administrative fees

and Administrative fees increased by $148,038 to $159,903 for the six months ended June 30, 2021 from $11,869 for the six months ended

June 30, 2020.

and Administrative fees increased to $149,905 for the nine months ended September 30,2021 from $18, 009 for the nine months ended September

The increase was primarily the result expenses for associated administrative and salary expenses related to headcount.

Fees increased to $285,583 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily

the result of various expenses associated with the covenant and regulatory filings and

financing documentation.

Fees increased to $206,077 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily

the result of management agreements put in place up on the acquisition of Sovryn Holdings

and the television stations and associated financings.

Capital Lender Fees increased to $1,606,275 for the nine months ended September 30,2021 from $0 for the nine months ended September 30,

The increase was primarily the result of various expenses associated with the covenant and regulatory filings and financing documentation.

Fees increased to $360,462 for the nine months ended September 30, 2021 from $10,000 for the nine months ended September 30, 2020.

The increase was primarily the result of management agreements put in place up on the acquisition of Sovryn, its television stations

and associated financings.

and Product Development Fees

and Product Development Fees increased to $178,535 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily the result of fee arrangements put in place for marketing related activities.

Fees increased to $523,719 for the six months ended June 30, 2021 from $1,829 for the six months ended June 30, 2020.

The increase was

primarily the result of an increase in the legal and accounting expense associated with the acquisitions

of Sovry Holdings, Inc,, KNLA/KNET, KVVV television stations and the financing associated with those acquisitions.

increased to $34,210 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily

the result of sales of products at the CZJ unit.

Interest increased by to $236,322 for the six months ended June 30, 2021 from $0 for the six months ended June 30, 2020.

The increase was primarily the result of financing associated with the acquisition of KNLA/KNET and KVVV television stations.

increased by $677,425, or 99.5%, to $680,498 for the six months ended June 30, 2021 from $3,073 for the six

months ended June 30, 2020.

The increase was primarily the result of financing put in place for working capital and the acquisition

of KNLA/KNET and KVVV television stations.

Loss increased by $2,538,411, or 99.2%, to $2,556,600 for the six months ended June 30, 2021 from $18,189

for the six months ended June 30, 2020.

The increase was primarily the result of an increase in expenses associated with the build-out

and roll-out of the Sovryn Holdings business plan

months ended June 30, 2021 and June 30, 2020

Sales increased to $296,025

for the three months ended June 30, 2021 from $199 for the three months ended June 30, 2020.

The increase was primarily the result of

the acquisition of KNLA/KNET and KVVV television stations and the revenues

associated with the existing lease agreements held by those stations.

increased to $179,789 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was primarily

the result of additional amortization as a result of the acquisition of KNLA/KNET and KVVV television stations.

Consulting Fees

Fees increased to $216,750 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was

primarily the result of agreements put in place by the company for sales, finance and general consulting purposes

General and administrative

and Administrative fees increased to $146,970 for the six months ended June 30, 2021 from $7,863 for the six months ended June 30, 2020.

and Product Development Fees increased to $207,325 for the nine months ended September 30, 2021 from $0 for the nine months ended September

The increase resulted from fee arrangements put in place for marketing related activities.

Fees increased to $1,041,630 for the nine months ended September 30, 2021 from $31,519 for the nine months ended September 30,

The increase was primarily the result of an increase in the legal and accounting expense associated with the acquisitions of Sovryn,

KNLA/KNET, KVVV and KYMU television stations, the financing associated with those acquisitions , the expense associated with the

Asset Purchase Agreements for WXNY and WANN and, the expense associated with regulatory filings for the SEC, including the Form

S1 Registration.

Royalty expense decreased

to $35,323 for the nine months ended September 30, 2021 from $41,667 for the nine months ended September 30, 2020.

The decrease resulted

from amended terms in the agreement with CZJ products.

Interest increased by to $372,177 for the nine months ended September 30, 2021 from $0 for the nine months ended September 30, 2020.

The increase resulted from financing associated with the acquisition of KNLA/KNET, KVVV and KYMU television stations.

increased to $1,151,531, the nine months ended September 30, 2021 from $7,592 for the nine months ended September 30, 2020.

was the result of financing put in place for working capital and the acquisition of KNLA/KNET, KVVV and KYMU television stations.

Loss increased to $4,961,892 for the nine months ended September 30, 2021 from $183,902 for the nine months ended September 30, 2020.

The increase was primarily the result of an increase in expenses associated with the build-out and roll-out of the Sovryn Holdings business

plan, notably, expenses associated with the professional fees incurred with the acquisitions and other necessary regulatory filings as

well as interest expense from the Arena Capital credit facility.

months ended September 30, 2021 and September 30, 2020

sales increased to $464,028 for the three months ended September 30,

2021 from $179 for the three months ended September 30, 2020.

The increase was the result of the acquisition of KNLA/KNET , KVVV and

KYMU television stations and the revenues associated with the existing lease agreements held by those stations.

decreased to ($74,276) for the three months ended September 30, 2021 from $20,884 for the three months ended September 30, 2020.

decrease resulted from a change in allocation of capitalized purchased costs arising from updated valuation reports.

Fees increased to $69,000 for the three months ended September 30, 2021 from $40,000 for the three months ended September 30, 2020.

increase was primarily the result of agreements put in place by the company for sales, finance and general consulting purposes

and administrative fees

and Administrative fees increased to $110,936 for the 3 months ended September 30, 2021 from $6,320 for the three months ended

September 30, 2020.

The increase was primarily the result of expenses for associated administrative and salary expenses related to headcount.

Fees increased to $285,583 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was

primarily the result of various expenses associated with the covenant and regulatory filings and financing documentation.

Management Fees

Fees increased to $182,077 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was

primarily the result of management agreements put in place up on the acquisition of Sovryn Holdings and the television stations and associated

Marketing and Product

Development Fees

Marketing and Product

Development Fees increased to $109,289 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

increase was primarily the result of fee arrangements put in place for marketing related activities.

Professional Fees

Fees increased to $264,938 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was

primarily the result of an increase in legal and accounting expense associated with the acquisitions of Sovryn Holdings, Inc,, KNLA/KNET,

KVVV television stations and the financing associated with those acquisitions.

Royalties increased to

$68,045 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

The increase was primarily the result

of sales of products at the CZJ unit.

Amortized Interest

Interest increased by to $103,122 for the three months ended June 30, 2021 from $0 for the three months ended June 30, 2020.

was primarily the result of financing associated with the acquisition of KNLA/KNET and KVVV television stations.

increased by $ , or %, to $453,750 for the three months ended June 30, 2021 from $1,561 for the three months ended June 30, 2020.

increase was primarily the result of the financing put in place for working capital and the acquisition of KNLA/KNET

and KVVV television stations.

Loss increased to $1,699,823 for the six months ended June 30, 2021 from $11,167 for the six months ended June 30, 2020.

was primarily the result of an increase in expenses associated with the build-out and roll-out of the Sovryn Holdings, business plan

Fees increased to $1,320,692 for the three months ended September 30, 2021 from $0 for the three months ended September 30, 2020.

increase resulted from various expenses associated with the Arena Capital financing.

Fees increased to $154,385for the three months ended September 30, 2021 from $10,000 for the three months ended September 30, 2020.

increase was primarily the result of management agreements put in place up on the acquisition of Sovryn and the television stations

and associated financings.

and Product Development Fees

and Product Development Fees increased to $28,790 for the three months ended September 30, 2021 from $0 for the three months ended June

The increase was primarily the result of fee arrangements put in place for marketing related activities.

Fees increased to $517,911 for the three months ended September 30, 2021 from $27,870 for the three months ended September 30, 2020.

The increase was primarily the result of an increase in legal and accounting expense associated with the acquisitions of Sovryn,

KNLA/KNET, KVVV and KYMU television stations and the financing associated with those acquisitions.

expense decreased for the three months ended September 30, 2021 from $41,667 for the three months ended September 30, 2020.

was primarily the result of the amended terms of the agreement with CZJ products.

Interest increased by to $135,855 for the three months ended September 30, 2021 from $14,633 for the three months ended September 30,

The increase was primarily the result of financing associated with the acquisition of KNLA/KNET, KVVV and KYMU television stations.

increased 471,033 $453,750 for the three months ended September 30, 2021 from $4,519 for the three months ended September 30, 2020.

increase was primarily the result of the financing put in place for working capital and the acquisition of KNLA/KNET, KVVV and KYMU television

Loss increased to $2,405,292 for the three months ended September 30, 2021 from $165,714 for the 3 months ended September 30, 2020.

increase was primarily the result of an increase in expenses associated with the build-out and roll-out of the Sovryn business plan and

expenses associated with the financing and Sovryn acquisitions.

and Capital Resources

and Working Capital

at June 30, 2021, Madison had cash of $5,640,797 and a working capital surplus of $4,674,593, compared to cash of $9,491

and working capital deficit of $100,141 as at December 31, 2020.

at September 30, 2021, Madison had cash of $2,194,562 and a working capital surplus of $1,721,845, compared to cash of $9,491 and working

capital deficit of $100,141 as at December 31, 2020.

will require additional capital to meet our long-term operating requirements.

4 unchanged sentences

may require us to raise additional capital.

As of June 30, 2021, our principal source of liquidity was our cash, which totaled $14,412,892

and additional loans and accrued unreimbursed expenses from related parties.

Historically, our principal sources of cash have included

proceeds from the sale of common stock and preferred stock and related party loans.

Our principal uses of cash have included cash used

in operations.

We expect that the principal uses of cash in the future will be for continuing operations, funding of research and development,

including our clinical trials, and general working capital requirements.

As of September 30, 2021, our principal source of liquidity was our cash, which totaled $2,194,562

.Historically, our principal sources of cash have included proceeds from the sale of common stock and preferred stock and related party

Our principal uses of cash have included cash used in operations and acquisitions.

We expect that the principal uses of cash

in the future will be for continuing operations, acquisitions and expenses associated with rolling out the business plan.

Cash Used in Operating Activities

used cash of $1,228,685 in operating activities during the first six months of fiscal 2021 compared to cash used of $33,851

in operating activities during the same period in the previous fiscal year.

The increase was primarily the result of increase

in expenses associated with the build out and roll out of Sovryn Holdings business plan.

Cash Provided (Used in) Investing Activities

used cash of $12,343,010 in investing activities during the first six months of fiscal 2021 compared to cash used of $0 in investing

used cash of $4,182,399 in operating activities during the first nine months of fiscal 2021 compared to cash used of $33,851 in operating

activities during the same period in the previous fiscal year.

The increase was primarily the result of acquisitions and expenses associated with KNLA/KNET and KVVV television

The increase was primarily the result of increase in expenses associated

with the build out and roll out of Sovryn’s business plan.

Cash Provided (Used in) Investing Activities

used cash of $14,462,531 in investing activities during the first nine months of fiscal 2021 compared to cash used of $0

in investing activities during the same period in the previous fiscal year.

The increase was the result of acquisitions and

expenses associated with KNLA/KNET, KVVV , KYMU television stations, deposits associated with signed purchase agreements and loans made

to Top Dog Productions Inc.

Cash Provided by Financing Activities

cash flows provided by financing activities of $19,203,001 for the first six months of fiscal 2021, were from the proceeds of

the Arena financing in February 2021 and Share subscriptions received but not issued for our Series G preferred stock compared

to cash used of $37,500 in financing activities during the same period in the previous fiscal year.

cash flows provided by financing activities of $20,830,001 for the first nine months of fiscal 2021, were from the proceeds of the Arena

financing in February 2021 and Share subscriptions received but not issued for our Series G preferred stock and proceeds from subordinated

loans, compared to cash used of $209,000 in financing activities during the same period in the previous fiscal year.

Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis