What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-08-26 compared with 2021-04-15 · 1517 added, 645 removed, 58 unchanged (97% of the section changed)

2 unchanged sentences

31, 2021 AND 2020

Auditor’s Report

of Operations

of Stockholders’

of Cash Flows

to the Financial Statements

Independent Auditor’s Reports PCAOB:

5041 and 1212

FINANCIAL STATEMENTS

Balance Sheets

Statements of Operations

Statements of Stockholders’ Deficit

Statements of Cash Flows

Notes to the Financial Statements

MARGETSON LTD .

8 unchanged sentences

have audited the accompanying balance sheets of Madison Technologies Inc.

as of December 31, 2020 and 2019 and the related

statements of operations, stockholders’

deficit and cash flows for each of the two years in the period ended December 31,

2020 and the related notes (collectively referred to as the “financial statements’).

In my opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019 and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity

with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

incurred operating losses since inception, and has a working capital deficiency which raises substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to their planned financing and other matters are also

described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

My responsibility is to express an opinion on these

financial statements based on my audits.

My company is a public accounting firm registered with the Public Company Accounting

Oversight Board (“PCAOB”) and is required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

as of December 31, 2020 and 2019 and the related statements

of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2020 and the related

notes (collectively referred to as the “financial statements’).

In my opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as at December 31, 2020 and 2019 and the results of its operations and its

cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted

in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming

that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred operating

losses since inception, and has a working capital deficiency which raises substantial doubt about its ability to continue as a going

Management’s plans in regard to their planned financing and other matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

My responsibility is to express an opinion on these financial

statements based on my audits.

My company is a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”)

and is required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted my audits in accordance with the standards of the PCAOB.

Those standards require that I plan and perform an audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.

As part of my audits, I am required to obtain an understanding of internal control over financial reporting, but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, I

express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

My audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

that my audits provide a reasonable basis for my opinion.

Critical Audit Matter

Critical audit matters are matters

arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

Those standards require that I plan and perform an audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.

As part of my audits,

I am required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, I express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

My audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement presentation.

I believe that my audits provide a

reasonable basis for my opinion.

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

I determined that there are no critical audit matters.

have served as the Company’s auditor since 2009.

Margetson Ltd

have served as the Company’s auditor since 2009.

Professional Accountant

Vancouver, BC

April 15, 2021

Report of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Madison Technologies Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Madison Technologies Inc.

(the “Company”) as of December 31, 2021,

the related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to

be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC

have served as the Company’s auditor since 2022

TECHNOLOGIES INC.

expenses (Note 6)

Assets –

AND STOCKHOLDERS’

payable and accrued charges

fee payable (Note 4)

notes and accrued interest payable (Note 7)

notes payable (Note 8)

term portion of convertible notes and interest payable (Note 8)

STOCKHOLDERS’

(Note 10 and 11)

Shares –

50,000,000 shares authorized, $0.001 par value

Shares - Series A, $0.001 par value;

3%, stated value $100 per share 100,000 shares designated, 92,999 shares issued and outstanding

Shares - Series B, $0.001 par value;

Super Voting 100 shares designated, 100 shares issued and outstanding

Shares - Series C, $0.001 par value;

2%, stated value $100 per share 10,000 shares designated, none issued

Common Shares

Balance Sheets

December 31, 2021

December 31, 2020

CURRENT ASSETS

Accounts receivables, net

Note receivables

Prepaid expenses and deposits

Current assets held for sale

Due from related party

Total Current Assets

Intangible assets, net

Other assets held for sale

Equipment, net

Operating lease right-of-use assets, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses

Derivative liability

License fee payable held for sale

Current portion of lease liabilities

Demand notes and accrued interest payable

Convertible notes payable

Interest payable on convertible notes

Total current liabilities

Long term portion of lease liability obligations

Long term convertible notes, net of discount

Total liabilities

Preferred Shares - Series C, $ 0.001 par value;

2 %, stated value $ 100 per share 10,000 shares designated, 0 issued and outstanding, December 31, 2021 and 2020, respectively;

Preferred Shares - Series D, $ 0.001 par value;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 and 0 shares issued and outstanding, December 31, 2021 and 2020, respectively;

75,000 converted

Preferred Shares - Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 issued and outstanding, December 31, 2021 and 2020, respectively;

1,000 shares exchanged to Series E-1

Preferred Shares - Series E-1, $ 0.001 par value;

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 and 0 shares issued and outstanding, December 31, 2021 and 2020, respectively;

Preferred Shares - Series F, $ 0.001 par value;

convertible, stated value $ 1 per share, 1,000 shares designated, 0 issued and outstanding, December 31, 2021 and 2020, respectively;

1,000 shares converted

Preferred Shares - Series G, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 issued and outstanding, December 31, 2021 and 2020, respectively;

4,600 shares converted

Preferred Shares – Series H, $ 0.001 par value;

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 and 0 issued and outstanding, December 31, 2021 and 2020, respectively;

Temporary equity value

STOCKHOLDERS’ DEFICIT

Capital Stock:

Preferred Shares – 50,000,000 shares authorized, $ 0.001 par value Preferred Shares - Series A,

$ 0.001 par value;

500,000,000 shares authorized 23,472,565 shares issued and outstanding (Dec 31, 2019 - 18,057,565 shares)

Paid in Capital:

shares Series A

stockholders’

liabilities and stockholders’

1 Going concern

14 Subsequent events

Accompanying Notes to the Financial Statements.

3 %, stated value $ 100 per share 100,000 shares designated, 0 and 92,999 shares issued and outstanding, December

31, 2021 and 2020, respectively;

Preferred Shares - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2021 and 2020, respectively

Preferred Stock value

Common Shares - $ 0.001 par value;

6,000,000,000 shares authorized 1,599,095,027 and 23,472,565 shares issued and outstanding, December 31, 2021 and 2020, respectively

Additional Paid in Capital

Accumulated deficit

( 15,747,021 )

( 1,484,442 )

Total stockholders’ deficit

( 3,674,665 )

Total liabilities and stockholders’ deficit

Accompanying Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

of Operations

Cost of sales

STATEMENTS of Operations

December 31, 2021

December 31, 2020

Operating Expenses

General and administrative

Consulting fees

Management fees

Marketing and product development

Selling, general and administrative

Television operations

Amortization of intangible assets

Professional fees

Total operating

Loss on asset disposals

Goodwill impairment loss

Total operating expenses

Loss before other expense

Amortized interest

Write down of

investment (Note 5)

Net loss and comprehensive

Net loss per share-Basic

Average number

of shares of common stock outstanding

Accompanying Notes to the Financial Statements.

( 7,291,359 )

Other income (expense)

Interest expense

( 5,553,121 )

Gain on debt extinguishment

Loss from derivative that is not designated in a hedging relationship

( 10,065,713 )

Write down of investments

Loss from change in value of warrants

Total non operating expense

( 6,492,103 )

Loss from continuing operations

( 13,783,462 )

Loss from discontinued operations

Net loss and comprehensive loss

$ ( 14,262,579 )

$ ( 910,163 )

Net loss per share-Basic and diluted

Average number of shares of common stock outstanding

Accompanying Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

of stockholders’

December 31, 2019

of debt at $0.01 per share

of shares for services

issued for license

of debt at $0.005 per share

portion on convertible debt issued

loss for the year

December 31, 2020

Accompanying Notes to the Financial Statements

Statements of stockholders’ EQUITY (DEFICIT)

For December 31, 2021

Balance, December 31, 2020

$ ( 1,484,442 )

$ ( 157,900 )

Cancellation of Series A Preferred

Conversion of debt to Series D Preferred

Series E Preferred issued for acquisition of assets

Series F Preferred issued for convertible note

Equity portion of debts issued and extinguished

Common issued for Series B Preferred transfer

Series E Preferred exchanged for Series E-1 Preferred

1,091,388,889

( 1,092,541 )

Conversion of Series F Preferred to Common

Sale of Preferred G and conversion to Common

Common exchanged for Series H Preferred

( 39,895,000 )

Conversion of Series D

Net loss for the period

( 14,262,579 )

Balance, December 31, 2021

1,599,095,027

$ ( 15,747,021 )

$ ( 3,674,665 )

TECHNOLOGIES INC.

of stockholders’

StatementS of stockholders’ DEFICIT

For December 31, 2020

Balance, December 31, 2019

$ ( 574,279 )

$ ( 358,377 )

Conversion of debt at $ 0.01 per share

Issuance of shares for services

Shares issued for license

Conversion of debt at $ 0.005 per share

Equity portion on convertible debt issued

Net loss for the year

Balance, December 31, 2020

$ ( 1,484,442 )

$ ( 157,900 )

Accompanying Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

Statements of cash flows

December 31, 2021

shares issued for cash

issued at $0.05 per share

issued at $0.10 per share

loss for the year

December 31, 2020

Accompanying Notes to the Financial Statements.

TECHNOLOGIES INC.

of cash flows

Cash flows from operating activities:

Net loss for the year

Adjustments to reconcile net loss to cash used

in operating activities:

Amortization of intangible

Net loss for the period

$ ( 14,262,579 )

$ ( 910,163 )

Adjustments to reconcile net loss to cash used in operating activities:

Amortization of intangible and right-of-use assets

Amortized interest

Accrued interest

on notes payable

Foreign exchange

on notes payable

Demand note issued

Convertible notes

issued for services

Changes in current assets and liabilities:

Foreign exchange on notes payable

Increase in allowance for doubtful accounts receivable

Notes payable issued for services

Loss on disposal of assets

Loss on disposal of CZJ License

Loss from goodwill impairment

Changes in non-cash working capital items:

Accounts receivables

Prepaid expenses

payable and accrued charges

Net cash used

in operating activities

Due from related party

Accounts payable and accrued charges

Interest payable

Payment of lease liability

Net cash used in operating activities

( 4,648,825 )

Cash flows from investing activities:

Net cash used

in investing activities

Purchases of equipment, intangible assets and goodwill

( 15,519,012 )

Funds advanced for note receivable

Disposal of assets

Net cash used in investing

( 16,255,010 )

Cash flows from financing activities:

Proceeds from convertible notes issued

Proceeds from convertible notes sold

Proceeds from sales of Series G Preferred Stock

Repayment of convertible note

Fees incurred in debt conversion

Cash received

from share issuance

Net cash provided

by financing activities

Net cash provided by financing activities

Net increase in cash

Cash, beginning

Cash, end of year

Cash, beginning of year

Cash, quarter end

Note 22 Additional cash flow information

SUPPLEMENTAL DISCLOSURE

Interest paid

the year ended December 31, 2021, the following transaction did not involve cash:

notes, convertible notes and interest with a carrying value of $ 668,214 were exchanged for 230,000 preferred shares of Series D.

in operating leases for equipment were capitalized and leases payable of the same amount were recorded.

shares of Series E Preferred Stock were issued for 100 % of the common shares of Sovryn Holdings Inc.

The shares were valued at $ 4,225,062

and goodwill of $ 4,224,962 was recorded and subsequently impaired.

Common shares of $ 100 were eliminated on consolidation.

the 1,000 shares of Series E Preferred Stock were exchanged for 1,152,500 shares of Series E-1 Preferred Stock and 1,091,388,889

shares of Common Stock.

following is information pertaining to the year ended December 31, 2020:

the transaction wherein the Company was assigned the Casa Zeta- Jones License, $45,000 of debt assumed and $100,000 of costs

incurred were secured with convertible notes.

the transaction wherein we assigned the Casa Zeta- Jones License, $ 45,000 of debt assumed and $ 100,000 of costs incurred were

secured with convertible notes.

of prepaid royalty fees were secured with convertible notes.

retainer for legal fees for $ 12,500 was secured with a convertible note.

During the year, legal fees of $5,000 were incurred

and paid for in cash, which reduced both amount of the retainer and the balance owing on the convertible note.

During the year, legal fees of $ 5,000 were incurred and

paid for in cash, which reduced both amount of the retainer and the balance owing on the convertible note.

debt of $ 44,650 was converted into 5,415,000 shares of Common Stock.

Accompanying Notes to the Financial Statements

Accompanying Notes to the Consolidated Financial Statements

TECHNOLOGIES INC.

TO THE FINANCIAL STATEMENTS

1 Nature and Continuance of Operations

Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded

on the OTC Markets OTCQB.

until fiscal 2014, the Company was in the business of mineral exploration.

On May 28, 2014, the Company formalized an agreement

whereby it purchased assets associated with a smokeless cannabis delivery system.

The Company planned to develop this system for

commercial purposes.

On December 14, 2014, this asset purchase agreement was terminated.

September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute

products into the United Kingdom and 43 other essentially European countries.

The Company Soled ballistic panels which are personal

body armors, that conform to the National Institute of Justice (NIJ) Level IIIA threat requirements.

The Company’s plan

of operations and sales strategy included online and social media marketing, as well as attending various tradeshows and conferences.

As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis.

July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie

Legs, LLC of Delaware (“Luxurie”).

Luxurie transferred all its rights, title and interest in the License Agreement

to the Company in exchange for the Company’s newly issued preferred convertible Series A stock.

Upon conversion, the stock

could control up to 95% of the outstanding common shares.

The agreement also required voting control, represented by newly issued

shares of super voting preferred Series B stock.

September 28, 2020, the Company entered into a share exchange agreement to acquire 51% interest of Posto Del Sole Inc., a jewelry

designer company to further develop the Company’s existing brands and create new designer labels.

The title and rights will

be transferred when all the terms and conditions in the Securities Exchange Agreement are met.

At December 31, 2020, the share

exchange had not closed and advances made to Posto Del Sole Inc.

were expensed.

financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,

which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.

values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments

that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Nature of Operations

Company was incorporated on June 15, 1998 in the State of Nevada , USA and our common shares are publicly traded on the OTC Markets OTCQB.

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

(“Sovryn”) acquired three un-affiliated Class A/LPTV TV.

licensed TV station can broadcast between 10 and 12 channels over-the-air, 24 hours per day/7 days per week.

In 2021, we generated revenue

by leasing channels to third parties on KNLA/KNET, a Class A television station in Los Angeles, KVVV, a low power television station

in Houston and KYMU-LD, a low power television station in Seattle.

we abandoned the Tuffy Pack product line during the fourth quarter of 2020, our business generated revenue from the distribution of Tuffy

Pack’s product line of custom inserts that provided a level of personal protection from ballistic threats similar to what law enforcement

officers wear daily as bullet proof vests.

November 15, 2021, we sold our wholly owned subsidiary, CZJ License Inc.

for $ 250,000 .

August 2021, our shareholders approved to amend and restate our Articles of Incorporation to increase our authorized common stock from

500,000,000 shares to 6,000,000,000 shares.

2 Going Concern

accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the

recoverability of assets and the satisfaction of liabilities in the normal course of business.

For the year ended December 31, 2021,

we incurred a net loss of $ 14,262,579 and had a working capital deficit and an accumulated deficit of $ 4,373,271 and $ 15,747,021 , respectively,

at December 31, 2021.

We have not yet made the $ 0.4 million interest payments on the Notes held by Arena Partners LC that were due on

April 1, 2022 and July 1, 2022, and we are currently in discussions with Arena Capital LP on a plan of forbearance.

It is management’s

opinion that these matters raise substantial doubt about our ability to continue as a going concern for a period of twelve months from

the issuance date of this report.

Our ability to continue as a going concern is dependent upon management’s ability to obtain a

plan of forbearance, further implement our business plan and raise additional capital as needed from the sales of stock or debt.

accompanying consolidated financial statements do not include any adjustments that might be required should we be unable to continue

as a going concern.

At December 31, 2020, the Company had not yet achieved profitable operations, had a working capital deficit

$533,548, had accumulated losses of $1,484,442 since its inception and expects to incur further losses in the development

of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

The Company’s

ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain

the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come

Subsequent to the year-end, the Company entered into a number of agreements that provide financing in amounts greater than

$16.5 million.

That said, there is no assurance that the businesses being funded by this additional debt will ultimately be successful.

3 Summary of Significant Accounting Policies

Company has elected a December 31st fiscal year end.

Cash and cash equivalents

Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

As at December 31, 2020, the Company did not have any cash equivalents.

(2019 –

Revenue Recognition

May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers.

The core principle of the guidance

is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration which the company expects to receive in exchange for those goods or services.

To achieve this core

principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.

addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and

fulfill contracts.

The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue

and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized

from costs incurred to obtain or fulfill a contract.

Company adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective

Revenues for the year ended December 31, 2020 were not adjusted.

The adoption of Topic 606 did not have a material impact

to the Company’s financial statements.

Revenue from contracts with customers is generated primarily from selling products

The customer orders and pays for the products through an online portal.

Once the payment goes through, a purchase order

is generated and submitted to the supplier.

When the supplier ships the products to the customer, revenue is then recognized when

the performance obligation is completed.

Company recognizes revenue when a contract is in place, goods or services are delivered to the purchaser and collectability is

reasonably assured.

Basic and Diluted Net Loss per Share

Company reports basic loss per share in accordance FASB ASC Topic 260, “

Earnings per share ”.

Basic net income

(loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of

common shares outstanding during the period.

Diluted net income (loss) per share on the potential exercise of the equity-based

financial instruments is not presented where anti-dilutive.

Use of Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying

Although these estimates are based on management’s best knowledge of current events and actions the Company

may undertake in the future, actual results may ultimately differ from the estimates.

Management believes such estimates to be

Fair Value Measurements

Company follows FASB ASC Topic 820, “

Fair Value Measurements and Disclosures”

, for all financial instruments

and non-financial instruments accounted for at fair value on a recurring basis.

This accounting standard establishes a single

definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the

source of information used in fair value measurement and expands disclosures about fair value measurements required under other

accounting pronouncements The Company defines fair value as the price that would be received from selling an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair

value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal

or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market

participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

has adopted FASB ASC 825, “

Financial Instruments”, which allows companies to choose to measure eligible financial

instruments and certain other items at fair value that are not required to be measured at fair value.

The Company has not elected

the fair value option for any eligible financial instruments.

carrying value of the Company’s financial instruments including cash, accounts payable and accrued liabilities, license

fee payable, demand notes and interest payable and convertible notes payable approximate their fair value due to the short maturities

of these financial instruments.

Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and

liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements

or tax returns.

In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws

or rates are considered.

to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved.

Intangible Assets

assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable

and supportable assumptions about conditions that will exist over the life of the asset.

An intangible asset that does not meet

these attributes will be recognized as an expense when it is incurred.

Intangible assets that do, are capitalized and initially

measured at cost.

Those with a determinable life will be amortized on a systematic basis over their future economic life.

with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite.

An intangible

asset subject to amortization shall be periodically reviewed for impairment.

A recoverability test will be performed and, if applicable,

unscheduled amortization is considered.

preparation of the consolidated interim financial statements in conformity with generally accepted accounting principles requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial

statements are prepared.

Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically

in the period when new information becomes available to management.

Actual results could differ from those estimates.

Consolidation

accompanying consolidated financial statements include the accounts of our wholly owned subsidiaries, Sovryn Holdings Inc.

and CZJ License

CZJ License Inc.

was consolidated up until it was sold on November 15, 2021.

All the intercompany balances and transactions have

been eliminated in the consolidation.

During the year ended December 31, 2021, the operations of CZJ License Inc.

were consolidated into

our operation and were designated as discontinued.

use “the management approach” in determining reportable operating segments.

The management approach considers the internal

organization and reporting used by our chief operating decision maker for making operating decisions and assessing performance as the

source for determining our reportable segments.

Our chief operating decision maker is our chief executive officer, who reviews operating

results to make decisions about allocating resources and assessing our entire performance.

We did not report any segment information

since we primarily generates sales from its television stations.

Reclassifications

prior year amounts have been reclassified to conform to the current year presentation.

adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

We recognize revenue when we transfer promised

services to the customer.

The performance obligation is the monthly services rendered.

We have one main revenue source which is leasing

of television station channels.

Accordingly, we recognize revenue when services are provided as time passes the customers have access

to utilize the channel.

These revenues are billed in advance, arrears and/or are prepaid.

The performance obligation is the monthly services

At the moment, we have one main revenue source which is leasing of television channels.

Where there is a leasing contract for

channels, we bill monthly for our services as rendered.

Where there is no contract, the revenue is recognized as provided.

recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

from Client’s deposits are contract liabilities with customers that represent our obligation to either transfer goods or services

in the future, or refund the amount received.

Where possible, we obtain retainers to lessen our risk of non-payment by our customers.

Advances from Client’s deposits are recognized as revenue as we meet specified performance obligations as detailed in the contract.

accounts receivable are stated at the amount we expect to collect.

Management considers the following factors when determining the collectability

of specific customer accounts:

customer credit worthiness, past transaction history, current economic industry trends and changes in

customer payment terms.

Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability.

on the management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation

Balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the

valuation allowance and a credit to accounts receivable.

As of December 31, 2021, our allowance for doubtful accounts receivable was

February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”).

The new standard establishes a right-of-use model that

requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12

For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of

underlying asset not to recognize lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense

for such leases generally on a straight-line basis over the term of the lease.

Leases will be classified as either finance or operating,

with classification affecting the pattern of expense recognition.

Similarly, lessors will be required to classify leases as sales-type,

finance or operating, with classification affecting the pattern of income recognition.

Classification for both lessees and lessors will

be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract.

The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years,

with early adoption permitted.

We adopted the new standard April 19, 2021.

We have elected not to recognize lease assets and lease liabilities

for leases with an initial term of 12 months or less.

assets are non-monetary identifiable assets, controlled by us that will produce future economic benefits, based on reasonable and supportable

assumptions about conditions that will exist over the life of the asset.

An intangible asset that does not meet these attributes will

be recognized as an expense when it is incurred.

Intangible assets that do, are capitalized and initially measured at cost.

a determinable life will be amortized on a systematic basis over their future economic life.

Those with an indefinite useful life shall

not be amortized until its useful life is determined to be longer indefinite.

An intangible asset subject to amortization shall be periodically

reviewed for impairment.

A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

agreements have been capitalized, recorded at cost and amortized over the life of the contracts.

Website costs have been capitalized

and will be subject to amortization once the website is operational.

They will be amortized over the life of the license

to which it supports.

Recent Accounting Standards

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

This new guidance includes several provisions to simplify the accounting for income taxes.

The standard removes certain exceptions

for recognizing deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods.

This standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

Early adoption of this standard is permitted.

The adoption of this guidance is not expected to have a material impact on the Company’s

financial statements.

August 2018, the FASB issued ASU No.

2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40),

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”.

This new guidance requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract

to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or

expense as incurred.

Also, capitalized implementation costs related to a hosting arrangement that is a service contract will be

amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready

for its intended use.

This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within

those fiscal years.

The adoption of this guidance did not have a material impact on the Company’s financial statements.

June 2016, the FASB issued ASU 2016-13, “Financial Instruments –

Credit Losses”.

The ASU sets forth a “current

expected credit loss”

(CECL) model which requires the Company to measure all expected credit losses for financial instruments

held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

This replaces

the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized

cost and applies to some off-balance sheet credit exposures.

This ASU is effective for fiscal years beginning after December 15,

2019, including interim periods within those fiscal years, with early adoption permitted.

Recently, the FASB issued the final

ASU to delay adoption for smaller reporting companies to calendar year 2023.

The Company is currently assessing the impact of

the adoption of this ASU on its financial statements.

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”

and subsequent amendments to the initial guidance:

ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842).

As the Company has no leases, this pronouncement

did not affect the Company’s financial statements.

Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,

which may be in advance of their effective date.

Management does not believe that any pronouncement not yet effective but recently

issued would, if adopted, have a material effect on the accompanying financial statements.

3 Intangible assets

assets are amortized on a straight-line basis over the terms of the license agreements.

Packs, LLC License

for Casa-Zeta Jones Brand

Zeta-Jones Brand License

4 License Agreements

Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation,

to sell Ballistic Panels in certain countries, essentially in Europe.

The license was for a period of two years and may be

renewed for successive terms of two years each.

The payment terms for the license was as follows:

payable within seven days after the effective date;

additional $15,000 payable within 30 days after the effective date;

final payment of $25,000 payable within 90 days of the effective date.

December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500.

To date, the Company has

recorded a total license amortization of $50,000, which fully amortizes the license.

a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going

forward, the agreement would be on a non-exclusive basis.

July 17, 2020, the Company entered into an acquisition

agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa Zeta-Jones Brand license agreement.

agreement, as amended, grants the Company the worldwide rights to promote and sell certain products, and license the rights

to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more.

The license agreement purchase

included the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $343,094, 10,000 Preferred

Series B voting shares valued at $nil, the assumption of $45,000 in debt and costs incurred of $100,000.

values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor,

given the lightly traded history in its shares.

Company is subject to the following terms:

3.5 year term as follows:

execution –

They will be amortized over the life

of the license to which it supports.

represents purchases made for assets, whose useful life was determined to be greater than one year.

The assets are initially recorded

at cost and depreciated over their estimated useful lives.

development costs

recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”.

development costs are divided into three stages, planning, development and production.

The development stage can further be classified

as application and infrastructure development, graphics development and content development.

In short, website development cost for internal

use should be capitalized except content input and data conversion costs in content development stage.

associated with the website consist primarily of website development costs paid to third party.

These capitalized costs will be amortized

based on their estimated useful life over three years upon the website becoming operational.

Internal costs related to the development

of website content will be charged to operations as incurred.

Website development costs related to the customers are charged to cost

of Long-Lived Assets

accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” , all long-lived assets

such as plant and equipment and intangible assets we hold and use are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a

comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts

of the assets exceed the fair value of the assets.

Concentration

of credit risk

place our cash and cash equivalents with a high credit quality financial institution.

We maintain United States Dollars.

its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.

financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable.

The carrying amounts of such

financial instruments in the accompanying financial statements approximate their fair values due to their relatively short-term nature

or the underlying terms are consistent with market terms.

It is the management’s opinion that we are not exposed to any significant

currency or credit risks arising from these financial instruments.

value measurements

follow the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”.

Fair value is defined as the price that

would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair

value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions

that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization

within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

All financial instruments

approximate their fair value.

1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical

or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market

data for substantially the full term of the assets or liabilities

3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option

pricing models and discounted cash flow models.

Notes with Fixed Rate Conversion Options

We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal

and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at

the time of conversion.

This results in a fair value of the convertible note being equal to a fixed monetary amount.

We record the convertible

note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest

expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.

have certain financial instruments that are derivatives or contain embedded derivatives.

We evaluate all our financial instruments to

determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted

for in accordance with ASC 810-10-05-4 and 815-40.

This accounting treatment requires that the carrying amount of any derivatives be

recorded at fair value at issuance and marked-to-market at each balance sheet date.

In the event that the fair value is recorded as a

liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense.

conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise

date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

and promotion costs

follow ASC 720 “Advertising Costs” and expenses costs as incurred.

based compensation

follow the guideline under ASC 718, “Stock Compensation”.

The standard provides that for all stock-based compensation plans,

including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, which requires that

all share-based payments to both employees and directors be recognized in the income statement based on their fair values.

For non-employees

stock-based compensation, We apply ASC 505 Equity-Based Payments to Non-employees.

This standard provides that all stock-based compensation

related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued,

whichever can be most reliably be measured or determinable.

Comprehensive

Topic 220, “ Comprehensive Income ”, establishes standards for reporting and display of comprehensive income, its components

and accumulated balances.

Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists

of changes in unrealized gains and losses on foreign currency translation.

This comprehensive income is not included in the computation

of income tax expense or benefit.

Loss Per Share

loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for

Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common

stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (loss).

loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the

period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution.

As of December

31, 2021, no options were outstanding and 192,573,017 warrants were outstanding and exercisable.

Additionally, as of December 31, 2021,

the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $ 17,365,033 and was convertible

into 866,192,064 shares of Common Stock.

We issued shares of Preferred Stock that may be converted into our Common Stock.

Of the outstanding

shares of Preferred Stock as of December 31, 2021, Series A Preferred Stock was convertible into 318,056,580 Common shares.

Preferred Stock was convertible into 155,000,000 Common shares, Series E-1 Preferred Stock was convertible into 1,152,500,000 Common

shares and Series H Preferred Stock was convertible into 39,895,000 Common shares.

The total potentially dilutive shares calculated are

2,724,216,661 .

It should be noted that contractually the limitations on the third-party notes (and the related warrants) limit the number

of shares converted to either 4.99% or 9.99% of the then outstanding shares .

As of December 31, 2021, and 2020, potentially dilutive

securities consisted of the following:

of Potentially Dilutive Securities

December 31, 2021

January 1, 2022 –

December 30, 2020

January 1, 2023 –

Convertible Preferred Stock

1,665,451,580

Convertible debt

2,724,216,661

accordance with ASC 805-10, “Business Combinations”, we account for all business combinations using the acquisition method

of accounting.

Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value

at the date of acquisition.

The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and

non-controlling interests is recognized as goodwill.

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling

interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments

Any adjustments subsequent to the measurement period are recorded in income.

Any cost or equity method interest that we

hold in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized

in income for the difference between fair value and the existing book value.

Results of operations of the acquired entity are included

in our results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible

June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”.

The ASU sets forth a “current expected

credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting

date based on historical experience, current conditions, and reasonable supportable forecasts.

This replaces the existing incurred loss

model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance

sheet credit exposures.

This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those

fiscal years, with early adoption permitted.

Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies

to calendar year 2023.

We are currently assessing the impact of the adoption of this ASU on its financial statements.

Party Transactions

follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of

related party transactions.

to ASC 850-10-20, related parties include:

a) our affiliates;

b) entities for which investments in their equity securities would be required,

absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted

for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and profit sharing trusts that

are managed by or under the trusteeship of management;

d) our principal owners;

e) our management;

f) other parties with which we may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of

the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties that can significantly

influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting

parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully

pursuing its own separate interests.

related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements,

expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated

in the preparation of consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal

amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary

to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of

the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from

that used in the preceding period;

and d) amounts due from or to related parties as of the date of each balance sheet presented and,

if not otherwise apparent, the terms and manner of settlement.

operations are components of an entity that either have been disposed or abandoned or is classified as held for sale.

Additionally, in

order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major

effect on an entity’s operations and financial results.

follow the guideline under ASC Topic 740 Income Taxes.

“Accounting for Income Taxes” which requires the recognition of deferred

tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or

Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between

the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory

tax rates, applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established,

when necessary, to reduce deferred tax assets to the amount expected to be realized.

Due to the uncertainty regarding our future profitability,

the future tax benefits of its losses have been fully reserved.

Issued Accounting Pronouncements

adopt new pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance

of their effective date.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock

Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).

The new ASU addresses

issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options.

This amendment

is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted.

We are currently evaluating the impact this new guidance will have on its financial statements

do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect

on the accompanying consolidated financial statements.

4 Notes Receivable

of Notes Receivable

December 31, 2021

date November 2020, On Shelf Date February 15, 2021.

payments with a rate of 8%, net of sales, subject to guaranteed minimums noted below.

prepayment of $150,000 to be applied against royalties, paid as follows:

upon signing (paid)

on July 20, 2020 (paid)

on September 1, 2020 (paid)

minimum sales and guaranteed minimum royalties:

Minimum Royalties

Minimum Sales

1/1/22 –

1/1/23 –

Company to provide the Licensor with 50 gift sets of Licensed Products annually.

5 Securities Exchange Agreement

Company entered into a Securities Exchange Agreement on September 25, 2020 with Posto Del Sole Inc.

(“PDS”) a New

York corporation, to acquire 51% of the shares of PDS and in return, the Company will issue 10,000 Preferred Series C shares.

(See Note 11).

As part of the agreement, the Company is to provide monthly investments to a total aggregate of $1,000,000 during

the twelve-month period following the closing.

PDS has 60 days from closing to provide the necessary financial statements and

notes in order to satisfy regulatory requirements and disclosures.

As at December 31, 2020 PDS had not provided any such information,

the Securities Exchange Agreement had not closed and as a result, the Company wrote off advances of $165,000 that were made to

PDS in anticipation of closing.

6 Prepaid Expenses

Company has the following in prepaid expenses:

for service fees

for legal fees

for management fees

for royalties

December 31, 2020

Secured note – Top Dog Productions Inc.

Convertible note – ZA Group

Advances in escrow and prepaid expenses

Accrued interest

September 9, 2021, we entered into a secured promissory note with Top Dog Productions Inc.

We agreed to lend an aggregate principal sum

of up to $ 2,000,000 that accrues at a rate of 5 % per annum.

The note receivable and all accrued interest is due on September 9, 2022.

The principal and interest amount of the note may be prepaid in whole or in part at any time, without penalty nor premium.

Accrued interest

is $ 5,270 at December 31, 2021.

November 15, 2021, we entered into a $ 250,000 convertible promissory note with ZA Group Inc.

for the sale of its wholly owned subsidiary,

CZJ License Inc.

The note accrues at a rate of 5 % per annum.

The principal and accrued interest of the note receivable will be due and

payable on November 5, 2023.

At any time after 180 days following the date of the note receivable, we may convert all or any part of

the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock of ZA Group Inc.

at a fixed conversion

price of $ 0.005 per share.

Accrued interest is $ 1,541 at December 31, 2021.

5 - Intangible Assets

Federal Communication Commission Licenses (“FCC”) an domain name are considered indefinite-lived intangible assets that are

not amortized, but instead are tested at least annually for impairment.

The Market Advantage intangible asset is being amortized on a

straight-line basis over 94 months from the acquisition date.

Amortization expense for the years ended December 31, 2021 and 2020 was

$ 4,382 and $ 0 , respectively.

of Intangible Assets

December 31, 2021

Market Advantage

amortization expense of the intangible assets is as follows:

of Future Amortization Expenses of Intangible Assets

For the Years Ending

to a sustained decline in the market capitalization of our Common Stock during the fourth quarter of 2021, we performed an interim goodwill

impairment test.

Management considered that, along with other possible factors affecting the assessment of our operations for the purposes

of performing a goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount

rates, changes in the overall economy, trends in the stock price, estimated control premium, other operating conditions, and the effect

of changes in estimates and assumptions that could materially affect the determination of fair value and goodwill.

As a result of the

significant decline in the current market capitalization despite any of the other positive factors contemplated and relatively little

change in our ongoing business operations, the outcome of this goodwill impairment test resulted in a charge for the impairment of goodwill

of $ 4,224,962 recorded in the consolidated financial statements for the year ended December 31, 2021.

of December 31, 2021, we carry goodwill for the following television station asset purchases made in 2021:

of Goodwill Asset Purchase

- KNET acquisition

Accumulated Depreciation

Tech Equipment

Office Equipment

expense was $ 112,871 and $ 0 for the years ended December 31, 2021 and 2020, respectively.

the period, the following was disposed:

of Disposed of Assets

Technical Equipment

and W05DK Acquisition

October 25, 2021, we entered into an asset purchase agreement (“Bakersfield and San Juan Asset Purchase Agreement”) with

Mako Communications, LLC, a Texas Limited Liability company (the “Bakersfield and San Juan Seller”).

Upon the terms and subject

to the satisfaction of the conditions described in the Bakersfield and San Juan Asset Purchase Agreement, we agreed to acquire the licenses

and Federal Communications Commission (“FCC”) authorizations to the K07AAJ-D and W05DK-D low power television stations construction

permits owned by the Bakersfield and San Juan Seller (the “Bakersfield and San Juan Acquired Station”) in connection with

the Bakersfield and San Juan Acquired Station (the “Bakersfield and San Juan Asset Sale Transaction”).

As consideration for

the Bakersfield and San Juan Asset Sale Transaction, we agreed to pay the Bakersfield and San Juan Seller $ 115,000 in cash, $ 10,000 of

which was paid to the Bakersfield and San Juan Seller subsequent to the period ended September 30, 2021, and to be held in escrow pursuant

to the terms of an escrow agreement entered into between the Bakersfield and San Juan Seller (the “Bakersfield and San Juan Escrow

Fee”) and us.

closing of the Bakersfield and San Juan Asset Sale Transaction (the “Bakersfield and San Juan Closing”) is subject to, among

other things, consent by the FCC to the assignment of the construction permits pertaining to the Bakersfield and San Juan Acquired Station,

from the Bakersfield and San Juan Seller to us (the “Bakersfield and San Juan FCC Consent”).

The Bakersfield and San Juan

Closing shall occur no more than the three (3) business days following the later to occur of (i) the date on which the Bakersfield and

San Juan FCC Consent has been granted and (ii) the other conditions to the Bakersfield and San Juan Closing set forth in the Bakersfield

and San Juan Asset Purchase Agreement.

At December 31, 2021, the transaction has not closed.

November 3, 2021, we entered into an asset purchase agreement (“WANN Asset Purchase Agreement”) with Prism Broadcasting Network

Inc., a Georgia corporation (the “Atlanta Seller”).

Upon the terms and subject to the satisfaction of the conditions described

in the WANN Asset Purchase Agreement, we agreed to acquire the licenses and Federal Communications Commission (“FCC”) authorizations

to the WANN-CD low power television station owned by the Atlanta Seller (the “Atlanta 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 Atlanta Acquired Station (the “WANN Asset Sale Transaction”).

As consideration

for the WANN Asset Sale Transaction, We agreed to pay the Atlanta Seller $ 5,250,000 in cash, $ 200,000 of which was paid to the Atlanta

Seller subsequent to the period ended September 30, 2021, and to be held in escrow pursuant to the terms of an escrow agreement entered

into between and the Atlanta Seller (the “Atlanta Escrow Fee”) and us.

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 the Atlanta Seller to us (the

“Atlanta FCC Consent”).

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

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

the WANN Asset Purchase Agreement.

As at December 31, 2021, the transaction has not closed.

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

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

Upon the terms and subject to the satisfaction of the

conditions described in the KVSD Asset Purchase Agreement, we agreed to acquire the licenses and Federal Communications Commission (“FCC”)

authorizations to the KVSD-LD low power television station owned by the San Diego Seller (the “San Diego 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 San Diego Acquired Station (the “KVSD Asset Sale Transaction”).

consideration for the KVSD Asset Sale Transaction, we agreed to pay the San Diego Seller $ 1,500,000 in cash, $ 75,000 of which was paid

to the San Diego Seller during the period ended September 30, 2021 and a further $ 235,000 was paid subsequent to the period end, and to

be held in escrow pursuant to the terms of an escrow agreement entered into between and the San Diego Seller, as amended.

Escrow Fee”) and us.

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 us (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.

As at December 31, 2021, the transaction has not closed.

We are currently re-negotiating the agreement.

8 Right of Use Assets

have six operating leases ranging from a period of 80 months to a period of 332 months.

The annual interest rate used was 15 %.

December 31, 2021, the remaining right of use assets are as follows:

of Remaining Right of Use Assets

Tower Lease 1

Tower lease - 2

Tower Lease - 3

Generator Lease

Studio Lease - 1

Studio Lease - 2

remaining lease liability at December 31, 2021 was $ 1,468,495 .

The current portion of the lease liability was $ 3,767 and the non-current

portion of the lease liability was $ 1,464,728 .

of Remaining Lease Liability

Lease obligations, net

Amount representing interest

Remaining lease liability

Less current portion

Non-current lease obligation

9 Accounts Payable and Accrued Liabilities

payable and accrued liabilities as of December 31 are summarized below:

of Accounts Payable and Accrued Liabilities

Accounts payable

Customer deposits

Accrued expenses

Accrued interest

10 Securities Exchange Agreements

Holdings, Inc.

entered into a Securities Exchange Agreement on February 16, 2021 with Sovryn, a Delaware corporation and acquire 100 % of the shares

of Sovryn in exchange for i) 100 shares of our Series B Preferred Stock to be transferred by Jeffrey Canouse, our CEO at the time, to

a designee of Sovryn and ii) 1,000 shares of Series E Preferred Stock.

Upon the effectiveness of an amendment to out Articles of Incorporation

to increase our authorized common stock, from par value $ 0.001 to par value $ 0.0001 per share, from 500,000,000 shares to 6,000,000,000

shares, all shares of Series E Preferred Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000

shares of our Common Stock.

The Series E Preferred Stock votes on an as-converted basis with our Common Stock prior to their conversion.

The Series E Preferred Stock represented approximately 59 % of the fully diluted shares of our Common Stock after the closing of the transactions

contemplated by the Securities Purchase Agreement.

The valuation for the Preferred Series E shares was determined to be $ 4,225,062 based

on the market value of our shares we exchanged at the date the transaction.

The transaction was recorded as an asset purchase and we

recorded goodwill of $ 4,224,962 which was based on the market value of our shares exchanged at the date of the transaction.

11 Asset Purchase

April 19, 2021, pursuant to a February 17, 2021 an asset purchase agreement, Sovryn paid a total of $ 10,182,534 to acquire the licenses

and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations (“the

Los Angeles Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid

items together with certain assumed liabilities in connection with the Los Angeles Stations.

following table shows the estimated fair values of the Los Angeles Stations’ assets acquired and liabilities assumed at the April

19, 2021 purchase date:

of Asset Acquisitions

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Microwave equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

Transmitter site leasehold

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

June 1, 2021, pursuant to a March 14, 2021 an asset purchase agreement, Sovryn paid a total of $ 1,500,000 to acquire the licenses and

Federal Communications Commission (“FCC”) authorizations to the KVVV-LD low power television station (“the Houston

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 Houston Station.

following table shows the estimated fair values of the Houston Station’s assets acquired and liabilities assumed at the June 1,

2021 purchase date:

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Furniture and equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

Transmitter site leasehold

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

September 24, 2021, pursuant to a March 29, 2021 an asset purchase agreement, Sovryn paid a total of $ 1,864,920 to acquire the licenses

and Federal Communications Commission (“FCC”) authorizations to the KYMU-LD low power television station (“the Seattle

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 Seattle Station.

following table shows the estimated fair values of the Seattle Station’s assets acquired and liabilities assumed at the September

24, 2021 purchase date:

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Microwave equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

June 9, 2021, we entered into an asset purchase agreement (the “W27EB Asset Purchase Agreement”) with Local Media TV Chicago,

LLC, a Delaware limited liability company (the “Chicago Seller”).

As consideration for the W27EB Asset Sale Transaction,

we agreed to pay the Chicago Seller the amended price of $ 6,000,000 in cash, $ 600,000 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 and the Chicago Seller, as amended (the “W27EB

Escrow Fee”) and us.

On January 14, 2022, we defaulted on the closing requirements and the asset purchase agreement was terminated.

We lost our deposits of $ 600,000 and have written down its investments at December 31, 2021.

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

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

As consideration for the KPHE Asset Sale Transaction, we

agreed to pay the Phoenix Seller $ 2,000,000 in cash, $ 550,000 of which was paid to the Phoenix Seller and to be held in escrow pursuant

to the terms of an escrow agreement we entered into with the Phoenix Seller, as amended.

(the “KPHE Escrow Fee”).On January

14, 2022, we defaulted on the closing requirements and the asset purchase agreement was terminated.

We lost our deposits of $ 550,000

and have written down its investments at December 31, 2021.

August 20, 2021, we entered into an asset purchase agreement (the “K05NH Asset Purchase Agreement”) with Mako Communications,

LLC, a Texas Limited Liability Company (the “Boise” Seller).

Upon the terms and subject to the satisfaction of the conditions

described in the Boise Asset Purchase Agreement, we agreed to acquire the licenses and Federal Communications Commission (“FCC”)

authorizations to the K05NH-D low power television station construction permit owned by the Boise Seller (the “Boise Acquired Station”)

in connection with the Boise Acquired Station (the “Boise Asset Sale Transaction”).

As consideration for the Boise Asset

Sale Transaction, we paid the Boise Seller $ 1 in cash and closed the asset purchase.

12 Note Payable

Company has one note payable that is accruing interest at 5% per annum.

The note is unsecured and matures on June 30, 2021.

payable bearing interest at 5%

interest thereon

8 Convertible Notes and Accrued Interest Payable

summary of the convertible notes and accrued interest payable is as follow:

notes payable as of December 31, both of which are current liabilities, are as follows:

of Notes Payable

Z4 Management LLC

Pan Consultants

December 28, 2021, we sold a $ 500,000 promissory note that bears interest at 12 % per annum and matures on April 5, 2022 , as amended.

In connection with the note sale, we issued 500,000 Warrants that expire on December 31, 2023 and may be converted in shares of our

Common Stock starting June 26, 2022 at a price of $ 0.025 per share.

We estimate the value the Warrant to be approximately $ 9,000 ,

based on a value of $ 0.018 per share of our Common Stock as of December 28, 2021.The promissory note is subordinate to the Notes

we issued to the Investors.

July 6, 2020, we sold an unsecured $ 20,000 promissory note that bears interest at 5 % per annum and matures on June 30, 2021 .

16, 2021, we extinguished the note and its $ 616 of accrued interest by issuing 4,370 shares of Series D Preferred Stock to the noteholder.

13 Convertible Notes Payable

convertible notes payable as of December 31 are as follows:

of Convertible Notes Payable

Equity Market Advisors

JP Carey Limited Partners LP

Trillium Partners

Sapphire Holloway

Joseph Ivancoe

Apodaca Consulting

Bellis Investments

Edward Johnson

Equity Market Advisors

Gens Incognito Inc.

Levik Capital

Mory and Partners

Oscaleta Partners

Pale Face Holdings

Less current portion

Long-term portion

notes are unsecured and, except where specifically noted, are due on demand.

Except for notes denoted below under (e), all accrued

interest occurred in the twelve months ended December 31, 2020.

No conversion shall result in the Holder holding in excess of

9.99% of the total issued and outstanding common stock of the Company at any time.

October 28, 2020, $9,500 was converted into 1,900,000 common shares.

July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000

common shares and on November 2, 2020, $17,300 was converted into 1,730,000 common

notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing

bid price for the Company’s stock during the 20 immediately preceding the date of delivery by Holder to the Company

of the Conversion Notice.

notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s

common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion

in this debt is $490 due to the former CEO.

April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share.

also amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common

During the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146).

For comparative

purposes, these amounts previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt.

on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other

Options, it was determined that all of the value of the following notes issued during the year ended December 31, 2020

should be allocated to equity and amortized to interest, based on the due date of the debt.

A summary of the balances is as

on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other

Options, it was determined that a portion of the value of the following notes issued during the year ended December 31,

2020 should be allocated to equity and amortized to interest, based on the due date of the debt.

These notes are convertible

into common stock at the discretion of the Holder at 70% of the lowest closing bid price for the Company’s common stock

during the 20 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice.

face value of each note is $25,000 and a summary of the balances is as follows:

February 17, 2021, we entered into a securities purchase agreement with funds affiliated

with Arena Investors LP (the “Investors”) pursuant to which it issued two convertible

notes having an aggregate principal amount of $ 16,500,000 for an aggregate purchase price

of $ 15,000,000 (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 our Common Stock (collectively, the “Warrants”) and 1,000 shares of Series

F Preferred Stock that convert into 192,073,017 shares of our Common Stock (the “Series

F Preferred Stock”).

The Warrants and Series F Preferred Stock were each valued at

$ 864,000 based on a $ 0.0045 price per share of our Common Stock and treated as a debt discount

this is amortized over the term of the Notes.

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

The Notes accrue interest at a rate

of 11 % per annum, subject to increase to 20% per annum upon default.

Interest is payable in cash on a quarterly basis beginning on March

Notwithstanding the above, at our election, any interest payable on an applicable payment date may be paid in registered shares

of our Common Stock in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80%

of the average volume-weighted average price of our Common Stock for the five (5) days immediately preceding the date of conversion .

At December 31, 2021 accrued and unpaid interest was $ 453,750 .

September 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and

First Amendment the closing documents (“the amendment”).

The amendment also waived specified events of default.

are henceforth convertible at any time, at the holder’s option, into shares of our Common Stock at a price of $ 0.02 per share,

subject to default event 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 our issuance of our Common Stock or common stock equivalents at an effective price per

share lower than the conversion price then in effect.

We may not redeem the Notes.

part of the agreement with the Investors, we issued 192,073,017 Warrants.

On September 24, 2021, we 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%).

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

recapitalizations.

The Holder may be eligible for cashless exercise.

Series F Preferred Stock has no voting rights and shall convert into 4.9% of our issued and outstanding shares of our Common Stock on

a fully diluted basis upon Common Shareholder Approval.

The Series F Preferred Stock was converted and 192,073,017 common shares were

issued on October 11, 2021.

Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that the number of

shares of our Common Stock held by the Investors and their affiliates after such conversion or exercise does not exceed 9.99% of our

then issued and outstanding shares of Common Stock.

September 14, 2021, we sold a $ 250,000 subordinated convertible note that bears interest

at 6 % per annum, matures on December 31, 2022 and may be converted at the noteholder’s

option at any time into shares of our Common Stock at a fixed price of $ 0.021 per share.

September 22, 2021, we sold a $ 250,000 subordinated convertible note that bears interest

at 6 % per annum, matures on December 31, 2022 and may be converted at the noteholder’s

option at any time into shares of our Common Stock at a fixed price of $ 0.021 per share.

August 26, 2021, we sold a $ 250,000 subordinated convertible note that bears interest at

6 % per annum, matures on December 31, 2022 and may be converted at the noteholder’s

option at any time into shares of our Common Stock at a fixed price of $ 0.021 per share.

September 22, 2021, we sold a $ 100,000 subordinated convertible note that bears interest

at 6 % per annum, matures on December 31, 2022 and may be converted at the noteholder’s

option at any time into shares of our Common Stock at a fixed price of $ 0.021 per share.

June 22, 2020, we sold an unsecured $ 7,700 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing 1,740 shares of Series D Preferred Stock to the noteholder.

November 9, 2018, we sold an unsecured $ 2,000 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing 400 shares of Series D Preferred Stock to the noteholder.

May 11, 2011, we sold an unsecured $ 500 convertible demand note.

On February 16, 2021, we

extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

April 7, 2008, we sold an unsecured $ 40,000 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

February 26, 2020, we sold an unsecured $ 20,000 convertible demand note.

On February 16,

2021, we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

December 11, 2020, we sold an unsecured $ 27,000 convertible demand note.

On February 16,

2021, we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

December 30, 2020, we sold an unsecured $ 30,000 convertible demand note.

On February 16,

2021, we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

June 6, 2014, we sold an unsecured $ 25,000 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

June 6, 2014, we issued an unsecured $ 490 convertible demand note that we extinguished with

a cash payment on February 15, 2021,

April 29, 2016, we sold an unsecured $ 21,000 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

March 11, 2015, we sold an unsecured $ 25,000 convertible demand note.

On February 16, 2021,

we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

November 11, 2020, we sold an unsecured $ 55,000 convertible demand note.

On February 16,

2021, we extinguished the note by issuing shares of Series D Preferred Stock to the noteholder.

the three month ended December 31, 2020, we sold four unsecured convertible notes that matured

on dates ranging from July 31, 2021 to September 30, 2021 .

On February 16, 2021, we extinguished

the notes by issuing shares of Series D Preferred Stock to the noteholder.

to 2018, we sold four unsecured convertible demand notes.

On February 16, 2021, we extinguished

the notes by issuing shares of Series D Preferred Stock to the noteholder.

July 20, 2020, an investor acquired an unsecured $ 25,000 convertible note that we issued

to another investor.

On February 16, 2021, we extinguished the note by issuing 1,740 shares

of Series D Preferred Stock to the noteholder.

2020, we sold unsecured convertible notes to an investor and the investor acquired certain

other unsecured convertible notes that matured on June 23, 2021 .

On February 16, 2021, we

extinguished the remaining $ 7,500 balance due on the note by issuing shares of Series D Preferred

Stock to the noteholder.

2020, we sold unsecured convertible notes to an investor and the investor acquired certain

other unsecured convertible notes that we previously issued to other investors.

16, 2021, we extinguished the notes by issuing shares of Series D Preferred Stock to the

14 Related Party

September 28, 2020, the Company entered into a renewable employment agreement with the President and CEO of the Company as described

in Note 12 , Commitments .

President and CEO of the Company currently holds 100 Series B Preferred Super Voting shares which he is entitled to 51% voting

rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future,

such that he shall always have majority voting control of the Company.

10 Common Stock

entered into a consulting agreement with Warren Zenna of Zenna Consulting Group to provide oversight of marketing and communications

The agreement commenced March 1, 2021 and ended on July 31, 2021.

We paid Zenna Consulting Group $ 57,000 in fees in the year

ended December 31, 2021.

Zenna is a member of our Board of Directors.

February 2021, we entered into consulting agreements with GreenRock LLC to provide us with chief executive officer services and in the

year ended December 31, 2021, we paid GreenRock LLC $ 315,000 in fees.

Falcone is the managing member of GreenRock LLC and is our

Chief Executive Officer.

.As of December 31, 2021, an aggregate of $ 709,260 was owed to us for the loans we made.

April 7, 2021, we issued 1,500,000 shares of our Common Stock to Mr.

Canouse in exchange for transferring his 100 shares of our Series

B Preferred Stock to FFO1 Irrevocable Trust, an entity controlled by Mr.

Falcone, our CEO and Chairman of our Board of Directors.

shares were valued at $ 1,500 .

The 100 shares of Series B Preferred Stock that provide a 51% voting control regardless of the number of

common or other voting securities we have issued at present or at any time in the future, such that the holder of the Series B Preferred

shares shall maintain majority voting control over matters voted on by our shareholders.

FFO1 Irrevocable Trust also holds 461,000 Preferred

Series E-1 shares and FFO2 Irrevocable Trust holds 461,000 Preferred Series E-1 shares.

Lisa Falcone, wife of Mr.

Falcone, is the trustee

of FFO2 Irrevocable Trust and Ms.

Falcone has shared voting and dispositive power.

15 Mezzanine Equity

account for certain of our Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity .

Based on this guidance, preferred stock that is conditionally redeemable is classified as temporary or “mezzanine” equity.

Accordingly, the various Series of Preferred Stock, which is subject to conditional redemption, is presented at redemption value as mezzanine

equity outside of the stockholders’ equity section of the consolidated balance sheets

A Preferred Stock

are 100,000 designated and authorized Series A Preferred Stock with a 9.99 % conversion cap and anti-dilution rights for 24 months from

time of issuance.

Holders of Series A Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 3% per annum

on the stated value, payable in additional shares of Series A Preferred Stock.

Holders of Series A Preferred Stock have the right to

vote on any matter submitted to our shareholders for vote, on an as converted basis.

Each share of Series A Preferred Stock may be convertible

into 3,420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which shall

be the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and the denominator shall be

360,000,000 .

July 17, 2020, we issued 92,999 Series A Preferred Stock at a value of $ 343,094 , with the acquisition cost derived using the $0.04 market

price on that date of $0.04 multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied

by 50% of that value.

February 16, 2021, we cancelled all the Preferred Series A shares.

In exchange, the holders of Series A Preferred shares received one-year

option agreements to purchase shares of our wholly owned subsidiary at the time, CZJ License, Inc.

at $ 10 per share for up to 300,000

The option agreement expired without being exercised.

C Preferred Stock

are 10,000 designated and authorized Series C Preferred Stock with a 9.99 % conversion cap.

Holders of Series C Preferred Stock shall

be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series

C Preferred Stock.

So long as any shares of Series C Preferred Stock remain outstanding, without the consent of the Holders of 80% of

the shares of Series C Preferred Stock then outstanding, we may not redeem, repurchase or otherwise acquire directly or indirectly any

Junior Securities nor may we directly or indirectly pay or declare or make any distribution upon, nor may any distribution be made in

respect of, any Junior Securities, nor may any monies be set aside for or applied to the purchase or redemption of any Junior Securities.

Each holder of the Series C Preferred Stock has the right to vote on any matter submitted to our shareholders for a vote, on an as converted

Each share of Series C Preferred Stock may be convertible into 100 shares of our Common Stock.

As at December 31, 2021, no shares

of Series C Preferred Stock are outstanding.

D Preferred Stock

are 230,000 designated and authorized Series D Preferred Stock with a 4.99 % conversion cap which may be increased to a maximum of 9.99%

by holder by written notice to us.

There is a stated value of $ 3.32 per share, subject to adjustment for stock splits, stock dividends,

recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which

the Series D are issued.

Series D are ranked as a Senior Preferred Stock and have no voting rights.

Each share of Series D Preferred

Stock may be converted to 1,000 common shares.

February 16, 2021, we settled $ 1,028,000 in note payables, convertible notes payable and accrued interest for 230,000 shares of our Series

D Preferred Stock, of which 75,000 shares of Series D Preferred Stock were converted into 75,000,000 shares of our Common Stock and 155,000

Series D Preferred shares remain unconverted and outstanding.

E Preferred Stock

are 1,000 designated and authorized Series E Preferred Stock having a stated value of $ 1,000 per share, subject to adjustment for stock

splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring

after the date which the Series E are issued.

Series E are ranked as a Senior Preferred Stock.

It has voting rights equal to the number

of shares of common stock into which the Series E would be convertible on the record date for the vote or consent of stockholders and

shall otherwise have voting rights and powers equal to the voting rights and powers of common stock..

To the extent that Series E votes

separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative vote or consent

of the holders of a majority of the shares of the outstanding Series E, shall constitute the approval of such action by both the class

or the series as applicable.

To the extent that Series E are entitled to vote on matters with holders of shares of Common Stock, voting

together as one class, each share of Series E shall entitle the Holder thereof to cast that number of votes per share as is equal to

the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated.

Holders of Series E shall be entitled to written notice of all stockholder meetings or written consents with respect to which they would

be entitled by Vote.

As long as any shares of Series E are outstanding, we may not, without the affirmative vote of the Holders of all

the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given to the Series E or alter

or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that adversely

affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.

On September 16, 2021, the conversion rate for each share of Series E Preferred Stock was amended to equal (i)(a) 56.60% multiplied by,

(b) the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series E, (iii) rounded to the nearest

thousandths place.

The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date.

the current fully-diluted shares outstanding, this equates to 2,243,888,889 common shares.

The Fully-Diluted means the aggregate of (A)

the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such

Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C)

the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options outstanding

as of such date of exercise, divided by 0.4340.

February 16, 2021, we issued 1,000 shares of Series E Preferred Stock to acquire Sovryn that we valued at $ 4,225,062 based on value of

100% of our Common Stock at the time.

September 16, 2021, the holders of our Series E Preferred Stock entered into an Exchange Agreement with us whereby on October 11, 2021,

the 1,000 Series E Preferred shares were exchanged for 1,152,500 Series E-1 Preferred shares and 1,091,388,889 shares of Common Stock.

We valued the exchange at the same $ 4,225,062 value as was assigned to the 1,000 shares of Series E Preferred Stock.

As at December 31,

2021, no shares of Series E Preferred Stock are outstanding.

E-1 Preferred Stock

are 1,152,500 designated and authorized Series E-1 Preferred Stock.

There is a stated value of $ 0.87 per share.

Series E-1Preferred Stock are senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents

and pari passu to our other Preferred Stock designations..

It has votes equal to the number of shares of common stock into which the

Series E-1 would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and

powers equal to the voting rights and powers of common stock.

It has votes equal to the number of shares of common stock into which the

Series E-1 would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and

powers equal to the voting rights and powers of common stock.

To the extent that Series E-1 votes separately as a class or series as

applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the

shares of the outstanding Series E-1, shall constitute the approval of such action by both the class or the series as applicable.

the extent that Series E-1 are entitled to vote on matters with holders of shares of Common Stock and vote together as one class, each

share of Series E-1 shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common

Stock into which it is then convertible using the record date as of which the Conversion Rate is calculated.

Holders of Series E-1 shall

be entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by Vote.

long as any shares of Series E-1 are outstanding, we shall not, without the affirmative vote of the Holders of all the then outstanding

shares of Series E-1, (a) alter or change adversely, the powers, preferences or rights given to the Series E-1 or alter or amend the

Certificate of Designations, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects

any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.

On October 11, 2021, the Series E-1 shares

At December 31, 2021, 1,152,500 preferred Series E-1 shares remains outstanding.

share of Series E-1 Preferred Stock may be converted to 1,000 common shares.

F Preferred Stock

are 1,000 designated and authorized Series F Preferred Stock.

There is a stated value of $ 1 per share, subject to adjustment for stock

splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring

after the date which the Series F are issued.

Shares of Series F Preferred Stock are senior in dividend rights and liquidation preference

to our Common Stock and all other Common Stock Equivalents and pari passu to our other Preferred Stock designations.

It has voting rights

equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent

of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock.

equal to the number of shares of common stock into which the Series F would be convertible on the record date for the vote or consent

of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock.

To the extent

that Series F votes separately as a class or series as applicable, is required to authorize a given action of the Company, the affirmative

vote or consent of the holders of a majority of the shares of the outstanding Series F, shall constitute the approval of such action

by both the class or the series as applicable.

To the extent that Series F are entitled to vote on matters with holders of shares of

Common Stock, voting together as one class, each share of Series F shall entitle the Holder thereof to cast that number of votes per

share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the Conversion

Rate is calculated.

Holders of Series F shall be entitled to written notice of all stockholder meetings or written consents with respect

to which they would be entitled by Vote.

As long as any shares of Series F are outstanding, we shall not, without the affirmative vote

of the Holders of all the then outstanding shares of Series F, (a) alter or change adversely the powers, preferences or rights given

to the Series F or alter or amend the Certificate of Designations, (b) amend its articles of incorporation or other charter documents

in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect to any of the foregoing.

February 17, 2021, we issued the Investors 1,000 shares of Series F Preferred Stock that convert into 192,073,017 shares of Common Stock,

which we valued at $ 864,000 , based on the underlying value of shares our Common Stock that were $ 0.0045 per share at the time.

September 16, 2021, the conversion rate for each share of Series F Preferred Stock was amended to equal (i)(a) 4.84% multiplied by, (b)

the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series F, (iii) rounded to the nearest

thousandths place.

The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date.

the full-diluted shares outstanding, this equates to 192,073,017 shares of Common Stock on the Approval Date.

The Fully-Diluted means

the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock

(including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or

exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all Options

outstanding as of such date of exercise, divided by 0.9516.

October 11, 2021, the 1,000 shares of Series F Preferred Stock were converted into 192,073,017 shares of Common Stock.

at December 31, 2021, no shares of Series F Preferred Stock are outstanding.

G Preferred Stock

August 20, 2021, the Series G Preferred Stock was amended.

There are now 4,600 designated and authorized Series G Preferred Stock with

a 4.99% conversion cap which may be increased to a maximum of 9.9 % by holder by written notice to us.

There is a stated value of $ 1,000

per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations,

subdivisions or other similar events occurring after the date which the Series G are issued.

Series G are ranked as a Junior Preferred

It has voting rights equal to the number of shares of common stock into which the Series G would be convertible on the record

date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers

of common stock.

To the extent that Series G votes separately as a class or series as applicable, is required to authorize a given action

of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series G, shall constitute

the approval of such action by both the class or the series as applicable.

To the extent that Series G are entitled to vote on matters

with holders of shares of Common Stock, voting together as one class, each share of Series G shall entitle the Holder thereof to cast

that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record

date as of which the Conversion Rate is calculated.

Holders of Series G shall be entitled to written notice of all stockholder meetings

or written consents with respect to which they would be entitled by Vote.

As long as any shares of Series G are outstanding, we shall

not, without the affirmative vote of the Holders of all the then outstanding shares of Series G, (a) alter or change adversely the powers,

preferences or rights given to the Series G or alter or amend the Certificate of Designations, (b) amend its articles of incorporation

or other charter documents in any manner that adversely affects any rights of the Holder, or (c) enter into any agreement with respect

to any of the foregoing.

September 16, 2021, the conversion rate for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b)

the Fully-Diluted shares as of the Approval Date, divided by (ii) the total number of shares of Series G, (iii) rounded to the nearest

thousandths place.

The total number of Fully-Diluted Shares shall be set as of, and shall not change after the Approval Date.

the current fully-diluted shares outstanding, this equates to 255,555,556 shares of common stock on the Approval Date.

The Fully-Diluted

means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common

Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted

or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all

Options outstanding as of such date of exercise, divided by 0.9355.

received $ 4,600,000 in subscriptions for 4,600 of Series G Preferred Shares that we valued at $ 1,000 per share based on the cash price.

On November 2, 2021, all the 4,600 shares of Series G were converted into 255,555,556 shares of our Common Stock.

At December 31, 2021,

no shares of Series G Preferred Stock are outstanding.

H Preferred Stock

November 5, 2021, we designated 39,895 Series H Preferred Stock having a stated value of $ 1 per share, subject to adjustment for stock

splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring

after the date which the Series H are issued.

Shares of Series H Preferred Stock have no voting rights and are senior in dividend rights

and liquidation preference to our Common Stock and all other Common Stock Equivalents and pari passu to our other Preferred Stock designations.

Each share of Series H Preferred Stock may be converted to 1,000 common shares, subject to a maximum ownership limit of 9.99% .

November 11, 2021, pursuant to an Exchange Agreement that we entered into with the Investors, 39,895,000 of our Common shares held by

the Investors were exchanged for 39,895 shares of our Series H Preferred Stock and we cancelled the 39,895,000 Common shares.

the 39,895,000 Common shares and 39,895 Series H Preferred shares at $ 3,989,500 .

At December 31, 2021, 39,895 shares of Series H Preferred

Stock remain outstanding.

16 Shareholders’ Equity

of December 31, 2021 and 2020, we are authorized to issue 50,000,000 shares of $ 0.001 par value Preferred Stock, with designations, voting,

and other rights and preferences to be determined by our Board of Directors of which 48,617,400 remain available for designation and

B Preferred Stock

are 100 designated and authorized Series B Preferred Stock.

Holders of Series B Preferred Stock have the right to vote on all shareholder

matters equal to 51% of the total vote of Common stockholders.

The Series B Preferred Stockholder is entitled to 51% voting rights regardless

of the number of common shares or other voting shares issued by the company at any time.

Such provision grants the holder of Series B

Preferred Stock majority control of us, unless otherwise canceled.

July 17, 2020, 100 Series B Preferred Stock were issued pursuant to the License Agreement.

The Series B Preferred Stock was valued at

par at $ 0.001 .

Although the Series B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate

nor conversion feature.

Furthermore, the shares were not issued to the investors, but rather were granted to new unrelated management.

February 17, 2021, the 100 Series B Preferred Stock were transferred from Mr.

Canouse (our former director and CEO), to FFO1 Irrevocable

Trust, a company Mr.

Falcone (our director and CEO) is the trustee and has the voting and dispositive power.

December 31, 2021 and 2020, there were 100 and 100 Series B Preferred shares outstanding, respectively.

August 14, 2021, our shareholders approved an increase in authorized Common Stock to 6,000,000,000 from 1,000,000,000 , which became effective

the same day.

As of December 31, 2021 and 2020 there were 1,599,095,027 , and 23,472,565 , shares outstanding, respectively.

following Common Stock transactions occurred during the year ended December 31, 2021:

July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to the conversion of a note payable of $16,900 at

$0.01 per share plus legal fees of $950, totaling $17,850.

October 28, 2020, the Company issued 1,900,000 shares of common stock pursuant to the conversion of a note payable of $9,500 at

$0.005 per share.

November 2, 2020, the Company issued 1,730,000 shares of common stock pursuant the conversion of a note payable of $17,300 at

$0.01 per share.

following common stock transactions occurred in the year ended December 31, 2019:

March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for

gross proceeds of $30,000.

This was issued during the period ended December 31, 2019.

February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for

gross proceeds of $20,000.

This was issued during the period ended December 31, 2019.

are no shares subject to warrants or options as of December 31, 2020.

11 Preferred Shares

A 3% Convertible Preferred Stock, par value $0.001 with a stated valued of $100 per share

are 100,000 designated and authorized Series A 3% convertible preferred stock with a 9.99% conversion cap and anti-dilution rights

for 24 months from time of issuance.

Holders of Series A 3% Preferred Stock shall be entitled to receive, when and as declared,

dividends equal to 3% per annum on the stated value, payable in additional shares of Series A Preferred Stock.

Holders of Series

A 3% Convertible Preferred Stock have the right to vote on any matter that may be submitted to the Company’s shareholders

for vote, on an as converted basis, either by written consent or by proxy.

Each share of Series A 3% Convertible Preferred Stock

may be convertible into 3420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the

numerator of which shall be the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares,

and the denominator shall be 360,000,000.

(See Form 8K filing on August 6, 2020, Exhibit 10.3)

July 17, 2020, 92,999 Series A 3% Convertible Preferred Stock were issued pursuant to the License Agreement at a value of $343,094

The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares

of the Company at the time (18,057,565) x 50% of the value.

(See Note 4).

at December 31, 2020, there were unpaid and accrued dividends of $703.

B Super Voting Preferred Stock, par value $0.001

are 100 designated and authorized Series B Super Voting Preferred Stock.

Holders with Series B Super Voting Preferred Stock have

the right to vote on all shareholder matters equal to 51% of the total vote of common stockholders.

The Series B Super Voting

Preferred Stockholder is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the

Company are issued or outstanding in the future, such that the holder of Series B Super Voting Preferred Stock shall always have

majority control of the Company.

July 17, 2020, 100 Series B Super Voting Preferred Stock were issued pursuant to the License Agreement.

The Series B Super Voting

Preferred Stock was valued at par at $Nil.

Although the Series B Super Voting Preferred Stock is entitled to 51% voting rights

as described above, the stock has no dividend rate nor a conversion feature.

Furthermore, the shares were not issued to the investors

but rather were granted to new unrelated management.

C 2% Convertible Preferred Stock, par value $0.001 with a stated value of $100 per share

are 10,000 designated and authorized Series C 2% convertible preferred stock with a 9.99% conversion cap.

Holders of Series C

2% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable

in additional shares of Series C Preferred Stock.

So long as any shares of Series C Preferred Stock remain outstanding, neither

the Company nor any subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock

then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly

or indirectly pay or declare or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities,

nor shall any monies be set aside for or applied to the purchase or redemption of any Junior Securities.

Each holder of the Series

C Preferred Stock shall have the right to vote on any matter that may from time to time be submitted to the Company’s shareholders

for a vote, on an as converted basis, either by written consent or by proxy.

Each share of Series C 2% Convertible Preferred Stock

may be convertible into 100 shares of Common Stock.

at December 31, 2020, no Series C Convertible Preferred shares were issued.

April 7, 2021, we issued 1,500,000 shares of our Common Stock to Mr.

Canouse in exchange for transferring his 100 shares of our Series

B Preferred Stock to FFO1 Irrevocable Trust, a company for which Mr.

Falcone is the trustee and has the voting and dispositive power.

The shares were valued at $ 1,500 .

October 11, 2021, we issued 1,091,388,889 shares of our Common Stock to Preferred Series E-1 holders in accordance to the Exchange Agreement.

October 11, 2021, the Preferred Series F holders converted their 1,000 shares into 192,073,017 shares of our Common Stock.

November 2, 2021, the Preferred Series G holders converted their 4,600 shares into 255,555,556 shares of Common Stock.

November 11, 2021, 39,895,000 common shares were cancelled and returned to treasury in exchange for 39,895 Preferred Series H shares.

November 24, 2021, a holder with 75,000 Preferred Series D shares converted into 75,000,000 shares of Common Stock.

following Common Stock transactions occurred during the year ended December 31, 2020:

July 23, 2020, we issued 1,785,000 shares of Common Stock pursuant to the conversion of a note payable of $ 16,900 at $ 0.01 per share

plus legal fees of $ 950 , totaling $ 17,850 .

October 28, 2020, we issued 1,900,000 shares of Common Stock pursuant to the conversion of a note payable of $ 9,500 at $ 0.005 per share.

November 2, 2020, we issued 1,730,000 shares of Common Stock pursuant the conversion of a note payable of $ 17,300 at $ 0.01 per share.

February 17, 2021, we issued 192,073,017 Warrants to Arena Investors that are exercisable for a five-year period from the date of issuance

and, based on an amendment made on September 24, 2021, the Warrants may be converted into our Common Stock at $0.025 per share, subject

to a maximum ownership limit of 9.99%.

The exercise price is subject to adjustment due to stock dividends, stock splits and recapitalizations

and other events.

We valued the Warrants at $ 864,000 based on a value of $ 0.0045 per share for our Common Stock at the time.

December 28, 2021, we entered into a promissory note payable and provided 500,000 Warrants.

Each Warrant is exercisable at $ 0.025 per

share and expires on December 31, 2023.

We valued the Warrants at $ 9,000 based on a value of $ 0.018 per share for our Common Stock at

Warrants issued are loan incentives.

The value was allocated to the warrants based on fair value on the date of the grant as determined

using the Black-Scholes option pricing model.

At December 31, 2021, the Warrant transactions are summarized below:

the years ended December 31, 2021 and 2020, a summary of our warrant activity is as follows:

Schedule of Warrants Activity

Number of Warrants

Weighted- Average Exercise Price

Weighted- Average Remaining Contractual Term (Years)

Weighted- Average Grant-Date Fair Value

Aggregate Intrinsic Value

Outstanding and exercisable at January 1, 2020

Outstanding and exercisable at December 31, 2020

Issued February 17, 2021

Issued December 28, 2021

Outstanding and exercisable at December 31, 2021

17 Discontinued Operations

February 16, 2021, we cancelled all the Series A Preferred Stock shares and offered their holders option agreements to purchase up to

300,000 shares of CZJ License, Inc., our wholly owned subsidiary at the time, at an option price of $ 10 per share.

The option agreements

are exercisable for a period of one year from the date of issuance and were not exercised.

November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc.

to sell CZJ License Inc.

for $250,000.

the ZA Group Inc.

delivered a convertible promissory note with a principal amount equal to the purchase price.

The interest rate on the

note was 5% per annum and matures on November 5, 2023.

The note may be converted, from time to time, after 180 days from the issuance

date of the note into common stock of ZA Group Inc, at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership

limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc.

November 15, 2021, CZJ License Inc.’s accounts were eliminated from the consolidated financial statements.

All expenses incurred

by CZJ License Inc.

up to November 15, 2021 have been disclosed as discontinued operations.

The previous year’s assets, liabilities

and expenses have been similarly classified for comparative purposes.

of Previous Year Assets Liabilities and Expenses

Prepaid Expenses

Intangible Assets - License

Accounts Payable & Accrued

Selling, general and administrative

Professional fees

18 Commitments

Company entered into a one-year employment agreement with Jeffrey Canouse on September 28, 2020 as President and Chief Executive

The term may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial

employment term.

The employment may be terminated by death or disability, terminated with or without cause or terminated by the

If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will

continue to pay his base salary of $8,000 for the remainder of the employment term or renewal term.

Beginning on the first anniversary

date of the initial salary increase and continue on each anniversary of the increase date, the base salary shall be increased

by an amount not less than 5% times the base salary in effect, plus any additional amount as determined by the Company’s

Board of Directors.

As of December 31, 2020, Canouse had received $34,000 in management fees, $24,000 of which was pursuant to

the employment agreement.

Company entered into a one-year employment agreement with Walter Hoelzel on September 29, 2020 as Chief Marketing Officer.

term may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial employment

The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee.

If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will continue

to pay his base salary of $5,000 for the remainder of the employment term or renewal term.

As of December 31, 2020, Hoelzel had

received $25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement.

Company entered into a one-year employment agreement with Stuart Sher on September 29, 2020 as Chief Creative Officer.

may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial employment term.

The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee.

employee is terminated by the Company without cause or by the employee for good reason, then the Company shall continue to pay

his base salary for the remainder of the employment term or renewal term.

As of December 31, 2020, Sher had received $25,000 in

consulting fees, $15,000 of which were pursuant to the employment agreement.

Company entered into a consulting agreement with Virtue Development Company on September 29, 2020 for project consultancy.

consulting agreement is for 6 months with 6 months renewal options at the beginning of the 5 th month.

The monthly compensation

is $4,250 and as at December 31, 2020, the Company had paid $12,750 in fees pursuant to this agreement.

Company entered into a consulting agreement with Oscaleta Partners LLC on November 1, 2020 as project manager.

The consulting

agreement may be terminated by either party at the end of the initial 6 months term by giving 30 days written notice to the other

party or at any time with cause.

The monthly compensation is $25,000 and as of December 31, 2020, the Company incurred $75,000

in consulting fees.

Company entered into a one-year consulting agreement with Bernt Ullmann on November 23, 2020 to provide market exposure services.

The monthly compensation is $5,000 per month and as of December 31, 2020, the Company incurred $5,000 fees.

entered into a Securities Exchange Agreement on September 25, 2020 with Posto Del Sole Inc.

(“PDS”) a New York corporation,

to acquire 51 % of the shares of PDS and issue 10,000 shares of Series C Preferred Stock.

PDS failed to provide the information required

to close the transaction within the allotted timeframe and as a result, we wrote off $ 165,000 in cash advances paid to PDS and terminated

the transaction.

September 28, 2020, we entered into a one-year renewable employment agreement with Mr.

Canouse, our Chief Executive Officer at the time.

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 49,200 and $ 34,000 , respectively.

Canouse resigned on July 1,

September 29, 2020, we entered into a one-year renewable employment agreement with Walter Hoelzel, our Chief Marketing Officer at the

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 55,000 and $ 25,000 , respectively.

Our obligations under the

agreement with Mr.

Hoelzel terminated on November 15, 2021with the disposition of CZJ License Inc.

September 29, 2020, we entered into a one-year renewable employment agreement with Stuart Sher, our Chief Creative Officer at the time.

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 55,000 and $ 25,000 , respectively.

Our obligations under the agreement

Sher terminated on November 15, 2021with the disposition of CZJ License Inc.

November 15, 2021, in connection with the disposition of CZJ License Inc,, we terminated other consulting agreements with third parties

and had no obligations for the agreements as of December 31, 2021.

February 17, 2021, we sold the Investors $ 16,500,000 of Notes and we entered into a Security Agreement and a Guaranty Agreement with

the Investors that secure the Notes with liens on all of our tangible and intangible assets.

October 20, 2021we entered into a Stock Acquisition Agreement with Top Dog Productions Inc., Jay Blumefield and Anthony Marsh whereby

we will acquire all of the shares of Top Dog Productions Inc., and in exchange, we will pay the purchase price of $ 10,000,000 in shares

of our Common Stock.

The number of shares of Common Stock to be issued will be subject to a “collar”, with a minimum number

of 16,666,667 shares in the event that the closing bid and ask price before the Closing for our is $0.60 or greater, and a maximum number

of 25,000,000 shares in the event that the closing bid and ask price before the Closing for our stock is $0.40 or less, with ratable

adjustments for a Closing Price between $0.40 and $0.60 .

The Closing is subject to receipt of audited and other financial statements

of Top Dog Productions, other deliverables, and terms and conditions.

This agreement is also subject to standard termination provisions

including if the Closing had not occurred within 60 days of the execution of the Agreement.

As at December 31, 2021, the agreement has

October 25, 2021, we entered into an asset purchase agreement with Mako Communications, LLC, a Texas Limited Liability company to acquire

the licenses and Federal Communications Commission (“FCC”) authorizations to the K07AAJ-D and W05DK-D low power television

stations construction permits for the Bakersfield and San Juan.

As consideration for the Bakersfield and San Juan Asset Sale Transaction,

we agreed to pay $ 115,000 in cash, $ 10,000 of which was paid in escrow pursuant to the terms of an escrow agreement we entered into with

Mako Communications LLC.

November 3, 2021, we entered into an asset purchase agreement with Prism Broadcasting Network Inc, a Georgia corporation to acquire the

licenses and Federal Communications Commission (“FCC”) authorizations to the WANN-CD low power television station.

As consideration

for the WANN Asset Sale Transaction, we agreed to pay $ 5,250,000 in cash, $ 200,000 of which was paid to in escrow pursuant to the terms

of an escrow agreement we entered into with Prism Broadcasting Network Inc.

19 Income Taxes

tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:

loss for the year

and effective tax rates

taxes expenses (recovery) at the effective rate

of change in tax rates

benefit not recognized

tax expense (recovery) and income tax liability (asset)

at December 31, 2020 the tax effect of the temporary timing differences that give rise to significant components of deferred income

tax asset are noted below.

A valuation allowance has been recorded as management believes it is more likely than not that the

deferred income tax asset will not be realized.

loss carried forward

taxes recognized

losses of $438,000 will expire between 2028 and 2039.

Tax losses of $697,000 have no expiry date.

Schedule of Income Tax Expense

Net loss for the year

$ ( 14,262,579 )

$ ( 910,163 )

Statutory and effective tax rates

Income taxes expenses (recovery) at the effective rate

$ ( 2,995,142 )

$ ( 191,134 )

Effect of change in tax rates

Permanent differences

Valuation allowance

Income tax expense and income tax liability

at December 31, 2021 the tax effect of the temporary timing differences that give rise to significant components of deferred income tax

asset are noted below.

A valuation allowance has been recorded as management believes it is more likely than not that the deferred income

tax asset will not be realized.

Schedule of Deferred Income Tax Asset

Tax loss carried forward

Deferred tax assets

Valuation allowance

( 2,995,142 )

Deferred taxes recognized

losses of approximately $ 14 million will expire in 2040

20 Subsequent Events

to December 31, 2020, the Company issued convertible notes payable totaling $35,000, convertible at $0.05 with a rate of 10% per

annum that matures on January 31, 2022.

February 16, 2021, the Company entered into a Share Exchange Agreement with Sovryn Holdings, Inc.

to exchange 100% of the outstanding

common shares of Sovryn Holdings, Inc.

for i) 100 shares of Series B Preferred Stock of the Company to be transferred by Jeffrey

Canouse, the Company’s CEO to a designee of Sovryn and ii) 1,000 shares of Series E Convertible Preferred Stock.

effectiveness of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common

stock, from par value $0.001 to par value $0.0001 per share, from 500,000,000 shares to 7,000,000,000 shares, all shares of Series

E Convertible Preferred Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000 shares of

common stock of the Company.

The Series E Convertible Preferred Stock votes on an as-converted basis with the common stock prior

to their conversion.

The Series E Preferred Stock shall represent approximately 59% of the fully diluted shares of common stock

of the Company after the closing of the transactions contemplated by the Securities Purchase Agreement.

to the closing of the Share Exchange Agreement with Sovryn Holdings, Inc., the Holders of the outstanding convertible notes payable

of $764,000 will exchange their convertible notes payable to 230,000 shares of Series D Convertible Preferred Stock.

Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common

stock for each share of Series D Convertible Preferred Stock held.

At the same time, Series A Convertible Preferred Stock that

were previously issued, can be exchanged for common stock as well.

February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the

“Investors”) pursuant to which we pursuant to which it 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, the Company 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.

The Notes accrue interest

at a rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default.

is payable in cash on a quarterly basis beginning on March 31, 2021.

Notwithstanding the above, at the Company’s election,

any interest payable on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in

an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average

VWAP of the Common Stock for the five (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:

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 herein (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 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”);

provided, 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 4.9% of our issued and outstanding shares of common stock

on a fully diluted basis upon Shareholder Approval.

of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that

the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does

not exceed 9.99% of the Company’s then issued and outstanding shares of common stock.

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

CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited

liability company (together with OpCo, “Sellers”).

Upon the terms and subject to the satisfaction of the conditions

described in the Asset Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”)

authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”),

certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with

certain assumed liablities in connection with the Acquired Stations (the “Asset Sale Transaction”).

As consideration

for the Asset Sale Transaction, Sovryn has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon

execution of the Asset Purchase Agreement, as follows:

(i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the

terms of an escrow agreement entered into between Sovryn and the Sellers (the “Escrow Fee”) and (ii) a non-refundable

option fee of $1,000,000 (the “Option Fee”).

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

assignment of the FCC authorizations pertaining to the Acquired Stations, from Sellers to Sovryn (the “FCC Consent”).

The Closing shall occur no more than five (5) business days following the later to occur of (i) the date on which the FCC Consent

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

with the closing of the Asset Purchase Agreement, the Board of Directors of the Company appointed Phil Falcone to serve as the

Company’s new Chief Executive Officer and member of the Board of Directors;

Henry Turner was appointed as Chief Technology

Officer and Chief Operating Officer;

and Warren Zenna as a member of the Board of Directors.

Jeffrey Canouse resigned his position

as Chief Executive Officer and was appointed as Chief Compliance Officer and Secretary of the Company and will continue to be

a member of the Board of Directors.

Effective 10 days after mailing to shareholders of a Schedule 14F-1 proposing changes in the

Company’s Board of Directors, Jeffrey Canouse will resign as a director of the Company and Warren Zenna will become a director

of the Company.

January 1, 2022, we entered into a management consulting agreements with GreenRock LLC for a period of one year ending December 31, 2022

and provide monthly remuneration of $ 35,000 , plus expenses in connection with his duties, responsibilities and performance.

to the year ended December 31, 2021, our CEO and Director paid back all the $ 709,259 owing at December 31, 2021.

As of the date of this

report, we advanced additional funds to the CEO and received partial repayments.

Board of Directors and majority stockholder approved the decision to not move forward with a reverse stock split ratio of 25 to 1 share,

and approved a reverse stock split ratio from 10 to 1 share, which is currently subject to regulatory approval.

January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Mr.

Falcone, for a period

of one year ending December 31, 2022, under which we provide monthly remuneration of $ 35,000 , plus reasonable expenses in connection

with his duties, responsibilities and performance.

March 1, 2022, we granted a Warrant to Mr.

Zenna, our Director, to purchase up to 500,000 shares of our Common Stock at $ 0.025 per share,

on a cashless exercise basis, at any time beginning September 1, 2022 and ending September 1, 2026.

We estimate the value the Warrant

to be approximately $ 20,000 , based on the $ 0.06 market price per share of our Common Stock on March 1, 2022..

issued an aggregate of $ 300,000 notes payable with $ 30,000 fees to be treated as debt discounts amortized over the term of the note,

that were due on April 5, 2022, and which were re-paid in full as of the date of this report.

January 2022, we sold one of our shareholders a $ 25,000 unsecured note payable that bears interest at 12 % per annum and matures on April

In connection with the note sale, we issued the noteholder a Warrant to purchase 600,000 shares of our Common Stock, on a cashless

exercise basis, at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the Warrant to

be $ 10,800 , based on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the

term of the note.

In May 2022, we repaid the note.

January 2022, we sold one of our shareholders a $ 250,000 unsecured note payable that bears interest at 12 % per annum and matures on April

In connection with the note sale, we issued the noteholder a Warrant to purchase 6,250,000 shares of our Common Stock, on a

cashless exercise basis, at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the

Warrant to be $ 112,500 , based on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized

over the term of the note.

We have not yet repaid the noteholder.

February 2022, we sold a $ 50,000 unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection

with the note sale, we issued the noteholder a Warrant to purchase 1,250,000 shares of our Common Stock, on a cashless exercise basis,

at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the Warrant to be $ 22,500 , based

on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the term of the note.

In April 2022, we repaid the note.

February 2022, we issued two unsecured convertible notes payable having $ 275,000 in aggregate principal due on February 23, 2023 , bearing

a 11.25 % interest rate per annum along with Warrants to purchase 2,500,000 shares of our Common Stock at $ 0.10 per share, on a cashless

exercise basis, that are exercisable at any time until February 11, 2027.

We estimate the value of the Warrant to be $ 45,000 , based on

a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the term of the notes.

notes’ principal and interest may be converted into our Common Stock at $ 0.02 per share.

February 2022, we entered into a consulting agreement to establish, launch, manage, operate and produce a 24/7 broadcast network devoted

to cryptocurrency, NFT, Web3 and blockchain technology.

In consideration for the wide range and scope of work, we agreed to pay the consultant

a fee in the aggregate of $ 600,000 which shall be payable as follows:

upon the execution of the agreement (paid)

in the second month (paid)

in the third month(paid)

upon the launch of the network

January 2022, we entered into a six-month consulting agreement with a third party to provide strategic and business services relating

to the blockchain project that we amended in February 2022.

The first two months are payable at $ 25,000 per month and the remaining four

months are payable at $ 10,000 per month.

We have paid $ 25,000 to date.

February 2022, we entered into a consulting agreement with a third party to provide corporate marketing strategy, creation and development

of content for distribution, market development, communications, products and growth.

The agreement ends the earlier of June 30, 2022

or when an executed Employment Agreement is signed with us.

Upon execution of the consulting agreement, we paid the consultant $ 100,000

and we are obligated to pay a service fee $ 30,000 per month for March through June.

As part of the arrangement, we granted the consultant

a Warrant to acquire up to 160,000,000 shares of our Common Stock at an exercise price of $ 0.025 per share, of which 40,000,000 shares

may be purchased immediately and the remaining 120,000,000 shares will vest pro rata on a monthly basis over the periods from March 1,

2022 through August 31, 2023 (with accelerated vesting if we terminate the agreement for other than cause.

All unvested warrants are

forfeited if the Agreement is not extended or replaced by June 30, 2022.

As of the date of this report, we paid $ 160,000 and we are in

discussions to extend the consulting agreement and Warrants.

January 12, 2022, we entered into a consulting agreement with EF Hutton as a lead underwriter.

The agreement is for one year and we may

terminate the agreement on or after 270 th day with 30-days written notice.

EF Hutton may terminate the agreement on or after

120 days from execution of the agreement.

EF Hutton agrees to provide underwriting the sale of up to $ 20 million of securities.

we grant EF Hutton an option to acquire up to 15% of the total number of securities we offer , provide an underwriting discount of 7%

of the total gross proceeds, provide warrants equal to 5% of the aggregate number of shares of Common Stock sold in the offering, warrants

to be exercisable at any time in whole or in part for 4 ½ years commencing 6 months from the effective date of offering at a price

per share equal to 100% of the public offering price per security.

EF Hutton may also provide advisory services for a cash fee of 7%

of capital raised for equity placements, 6% for debt placements, closing warrants equal to 3% of aggregate proceeds sold in offering

with the warrants to expire in 5 years.

We agree to pay expenses for marketing, promotional materials and other costs associated with

March 2022, we entered into a six-month service agreement for press releases, campaigns and social media advertisings.

The service fee

is $ 30,000 per month plus expenses.

The agreement may not be terminated during the initial six months and we must provide no less than

30-day prior written notice to the termination.

Either party may immediately terminate the agreement if the other party is in breach

of any of the provisions and if the breach is not remedied within 21 days of delivery of written notice of such regard.

Failure to pay

any instalment of consideration in accordance to the proposal shall be considered breach of the agreement.

April 2022, we sold unsecured convertible subordinate notes totaling $ 275,000 that accrue interest at 6 % per annum and mature on December

The loans may be converted into shares of our Common Stock at $ 0.021 per share, subject to a beneficial ownership limitation

In connection with one of the notes sold, we issued the noteholder a Warrant to purchase up to 2,500,000 shares of our Common

Stock at $ 0.025 per share starting September 15, 2022 and ending April 15, 2024.

May 2022, we sold a shareholder a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in

The loan may be converted into shares of our Common Stock at $ 0.02 per share.

In connection with the note sale, we issued the

noteholder a Warrant to purchase 5,000,000 shares of our Common Stock at $ 0.02 per share

June 2022, we sold a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in May 2023.

loan may be converted into shares of our Common Stock at $ 0.02 per share.

In connection with the note sale, we issued the noteholder

a Warrant to purchase 5,000,000 shares of our Common Stock at $ 0.02 per share.

have not yet made the $ 0.4 million interest payments on the Notes held by Arena Partners LC that were due on April 1, 2022 and July 1,

2022, and as a result, under the Note terms, the interest rate is 20.0 % per annum.

We are currently in discussions with Arena Capital

LP on a plan of forbearance;

however, there is no assurance that we will be successful in completion of a plan, which may disrupt our

operations and result in a restructuring of obligations.

Madison Technologies Inc.

1 unchanged sentence

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

are no changes in and disagreements with Madison’s accountants on accounting and financial disclosure.

Madison’s Independent

Registered Public Accounting Firm since January 31, 2009 has been K.

Margetson Ltd, Chartered Professional Accountant, 331

East 5 th Street, North Vancouver, BC V7L 1M1, Canada.

are no disagreements with our accountants on accounting and financial disclosure.

Our Independent Registered Public Accounting Firm since

March 28, 2022, is BF Borgers CPA PC (“BFB”), 5400 W Cedar Ave, Lakewood, CO 80226.

January 31, 2009 to March 27, 2022, our Independent Registered Public Accounting Firm was K.

Margetson Ltd, Chartered Professional

Accountant (“KRM”), 331 East 5 th Street, North Vancouver, BC V7L 1M1, Canada.

Our Board of Directors dismissed

KRM on March 28, 2022.

During the fiscal years ended December 31, 2020 and December 31, 2019, respectively,

and the subsequent interim period through February 11, 2022, there were no disagreements between KRM and us on any matter of accounting

principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction

of KRM, would have caused KRM to make reference to the subject matter of the disagreement in their reports on our consolidated financial

statements for such years.

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-K

Item 8. Financial Statements and Supplementary Data